Consummation Date. On the Consummation Date, the Articles of Merger shall be filed with the appropriate state authorities, or if already filed shall become effective, and all transactions contemplated by this Agreement, including the conversion and delivery of shares, the delivery of a check or checks in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 4 hereof, shall occur and be deemed to be completed. The date on which (i) the closing with respect to the IPO occurs and (ii) the Merger is effected shall be referred to as the "Consummation Date." During the period from the Closing Date to the Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such agreement or pursuant to the provisions of Section 12.1 hereof. This Agreement shall in any event terminate if the Consummation Date has
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)
Consummation Date. On the Consummation Date, the Articles of Merger shall be filed with the appropriate state authorities, or if already filed shall become effective, and all transactions contemplated by this Agreement, including the conversion and delivery of shares, the delivery of a check or checks in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 4 hereof, shall occur and be deemed to be completed. The date on which (i) the closing with respect to the IPO occurs and (ii) the Merger is effected shall be referred to as the "Consummation Date." During the period from the Closing Date to the Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such agreement or pursuant to the provisions of Section 12.1 hereof. This Agreement shall in any event terminate if the Consummation Date hashas not occurred within 15 Business Days of the Closing Date, in which event, notwithstanding any other provisions of this Agreement, the Merger shall be deemed for all purposes to have been abandoned and of no effect. Time is of the essence.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)