Effective Time and Closing. Subject to the terms and conditions set forth herein, the Reorganization shall occur immediately prior to the opening of business on April 16, 2012, or on such other date as may be mutually agreed in writing by an authorized officer of each Party (the "Effective Time"). To the extent any Fund Assets are, for any reason, not transferred at the Effective Time, the Acquired Fund shall cause such Fund Assets to be transferred in accordance with this Agreement at the earliest practical date thereafter. The closing of the Reorganization shall be held in person, by facsimile, by e-mail or by such other communication means as may be mutually agreed by the Parties, at the Effective Time (the "Closing").
Effective Time and Closing. The “Effective Time” shall mean the date and time on which the Merger becomes effective under the laws of Nevada and Delaware by reason of the filing and acceptance by the Secretary of State of the States of Delaware and Nevada of necessary documentation in such form as is required by the relevant provisions of the Nevada Revised Statutes (“NRS”) and the Delaware General Corporation Law (“DGCL”) and duly executed and acknowledged by the appropriate parties hereto and thereafter delivered to the Secretaries of State of the States of Delaware and Nevada for filing, as soon as practicable on the Closing Date. The closing shall be held at the offices of Xxxxx Xxxxx & Xxxxxxx, 0000 X. Xxxxxxx, Xxxxxx, Xxxxx, or such other place as the parties may agree upon, immediately prior to the Effective Time (the “Closing”). The date on which the Closing is held is called the “Closing Date.”
Effective Time and Closing. On the Closing Date, assuming satisfaction or, to the extent permitted hereunder, waiver, of all conditions to the Merger set forth in ARTICLE IX, KCAS shall cause the Certificate of Merger to be filed with the Secretary of State of the State of Kansas. Additionally, KCAS and Merger Sub shall cause all other filings or recordings to be made as required by applicable law in connection with the Merger. The Merger shall be consummated and the Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Kansas (such time, the "Effective Time"). The closing of the Merger shall take place at the offices of Robixxxx, Xxadxxxx & Xinsxx, X.A. in Charlotte, North Carolina commencing at 10:00 a.m. local time on the Closing Date.
Effective Time and Closing. The closing shall take place at the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx 00000-0000, concurrently with the execution hereof, commencing at 10:00 a.m. local time (the "Closing"). The date and time of the Closing are herein referred to as the "Closing Date." At the Closing:
(a) Purchasers shall deliver to Sellers:
(i) certificates representing the Base Ten Shares, subject to delivery of a portion thereof, by Sellers, to the Escrow Agent in accordance with Section 1.3(c).
(ii) an Officer's Certificate of Base Ten, dated the Closing Date, stating the following:
(A) Each representation and warranty set forth in Article 3 is true and correct in all material respects as of the Closing;
(B) Purchasers have performed in all material respects each covenant or other obligation required to be performed by them pursuant to the Transaction Documents prior to the Closing;
(C) The consummation of the transactions contemplated by the Transaction Documents will not be prohibited by any Legal Requirement or subject Sellers to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity;
(D) No action, suit or proceeding is pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect Purchasers performance of their obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect exists; and
(E) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Purchasers to consummate the Merger or any other transaction contemplated by the Transaction Documents or to own the ATG Shares or to conduct the Business thereafter (the "Purchasers' Consents") have been duly made or obtained.
(iii) a copy of the resolutions duly adopted by Base Ten's board of directors authorizing Base Ten's execution, delivery and performance of the Transaction Documents to which Base Ten is a party and the consummation the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of Base Ten;
(iv) a copy of the resolutions duly adopted by BTSC's board of...
Effective Time and Closing. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of Minnesota. The Closing and Closing Date of the Merger shall occur concurrently with the Effective Time. The Closing shall occur at the executive offices of PetVivo in suburban Minneapolis, Minnesota. Prior to the Closing, all conditions required and actions to be taken hereunder shall have been completed or properly waived, and all documents, certificates, opinions or other written instruments required for the Merger shall have been executed and delivered or properly waived.
Effective Time and Closing. The Merger shall become effective (and be consummated) upon the later of the filing of certificates of merger, in form and substance satisfactory to Allied and the Company, with the Secretary of State of the State of New Jersey (the "New Jersey Certificate of Merger") and with the Secretary of State of the State of Delaware (the "Delaware Certificate of Merger"). The term "Effective Time" shall mean the close of business on the first day when the certificates of merger in both New Jersey and Delaware have been so filed. A closing (the "Closing") shall take place prior to the Effective Time at a time and on a date mutually agreeable and as soon as practicable (but in any event within five business days) following the receipt of all necessary regulatory and governmental consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VII hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing) (the "Closing Date"), at the offices of Pitney, Hardin, Kipp & Szuch, or at such other place, tixx xx xxxx xs Axxxxx and the Company may mutually agree upon. Immediately following the Closing, the New Jersey Certificate of Merger shall be filed with the New Jersey Secretary of State and the Delaware Certificate of Merger shall be filed with the Delaware Secretary of State.
Effective Time and Closing. The Merger shall become effective (and be consummated) upon the date specified in a notice to the Comptroller of the Currency (the "OCC") filed by UNB with the approval of Faxxxxxxxx, which approval shall not be unreasonably withheld or delayed. The date and time specified in such notice shall be the "Effective Time". A closing (the "Closing") shall take place prior to the Effective Time at 10:00 a.m., on a day mutually agreed to by United and Faxxxxxxxx within thirty (30) days following the receipt of all necessary regulatory and governmental approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing), at the office of Pitney, Haxxxx, Xxxx & Szxxx, Florham Park, New Jersey, or at such other place, time or date as UNB and Faxxxxxxxx may mutually agree upon. The notice from UNB to the OCC shall specify as the Effective Time the close of business on the date of the Closing as agreed to by UNB and Faxxxxxxxx.
Effective Time and Closing. The Merger shall become effective at the time that the Agreement of Merger, together with Officers' Certificates of the Company and Transitory Subsidiary and any other documents required by law to effect the Merger (collectively, the "Merger Documents"), shall have been filed and recorded with the Secretary of State of the State of California in accordance with the provisions of Section 1103 of the GCL and become effective in accordance with Section 110 of the GCL. As used herein, the term "Effective Time" shall mean the date and time when the Merger becomes effective. As used herein, the term "Effective Date" shall mean the day on which the Effective Time occurs. The Parties agree to execute, deliver and cause to be filed with the California Secretary of State the Merger Documents within three (3) business days after the conditions to Closing have either been fulfilled or waived, or at such other time as may be mutually agreed upon by the
Effective Time and Closing. The Merger shall be consummated by (i) filing with the Secretary of State of the State of Ohio (the "Ohio Secretary of State") a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with Section 1701.81 of the ORC and (ii) filing with the Department of State of the State of Florida (the "Florida Department of State") articles of merger (the "Articles of Merger") in such form as is required by and executed in accordance with Section 607.1105 of the FBCA. The Merger shall become effective on the date and at the time when the Certificate of Merger and the Articles of Merger have been filed with, and accepted by, the Ohio Secretary of State and the Florida Department of State, respectively, or at such later time as shall be specified in the Certificate of Merger (the "Effective Time"). Prior to the filing referred to in this Section 1.2, a closing (the "Closing") shall be held at the offices of Bakex & Xostxxxxx XXX, 3200 National City Center, 1900 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx 00000, xx such other place as the parties may agree, on the fifth business day immediately following the day on which the last of the conditions set forth in Article VI shall be fulfilled or waived in accordance with this Agreement or at such other time, date or place as the parties hereto may agree. The date on which the Closing occurs is hereinafter referred to as the "Closing Date."
Effective Time and Closing. Subject to the conditions of this Agreement, at the Closing, the Parties shall cause the Merger to be consummated by causing a certificate of merger or other applicable documents as may be required under the DGCL and the LLLCL (collectively, the “Certificates of Merger”) to be filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Louisiana. The Merger shall become effective at such time as the Merger Certificates are duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Louisiana or at such other time as Parent and the Company shall agree and specify in the Merger Certificates (the “Effective Time”).
