Closing Under the Merger Agreement Sample Clauses

Closing Under the Merger Agreement. All of the conditions to the consummation of the merger contemplated by that certain Agreement and Plan of Merger of even date herewith by and among TMC, TMD, Inc., Mattxxx Xxxxxx & Xompany, Inc., Reed Xxxevier U.S. Holdings Inc., CBM Acquisition Parent Co. and CBM Acquisition Corp. shall have been satisfied or waived and the closing thereunder shall have taken place concurrently with the Closing.
Sample 1
AutoNDA by SimpleDocs
Closing Under the Merger Agreement. In the event that the Contribution Closing has occurred but the Closing does not occur for any reason whatsoever, the Company shall return, as promptly as practicable, to the Management Stockholder such Management Stockholder’s Contributed Shares transferred to the Company at the Contribution Closing. Upon compliance with the foregoing, no party shall have any further rights or obligations under this Agreement.
Sample 1
Closing Under the Merger Agreement. Closing (as defined in the Merger Agreement) shall have occurred.
Sample 1
Closing Under the Merger Agreement. In the event that the Share Closing has occurred but the Closing does not occur for any reason whatsoever, (a) each Management Stockholder shall return, as promptly as practicable, to Parent an amount in cash equal to any Sold Share Consideration and any cash received in lieu of fractional shares received by such Management Stockholder at the Share Closing (less any applicable Reinvestment Amount) and (b) Parent shall return, as promptly as practicable, to each Management Stockholder such Management Stockholder’s Exchanged Shares and Sold Shares transferred to Parent at the Share Closing and, upon compliance with the foregoing, no party shall have any further rights or obligations under this Agreement.
Sample 1

Related to Closing Under the Merger Agreement

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, on a date to be specified by the parties (the “Closing Date”), as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in Article 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

Time is Money Join Law Insider Premium to draft better contracts faster.