Common use of Effective Time; Closing Date Clause in Contracts

Effective Time; Closing Date. The closing of the Mergers (the “Closing”) shall take place at the offices of Xxxxxxxxx Traurig, LLP, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, Xxxxxxxx 00000, at 10:00 a.m. local time on the date hereof or on such other date, time and place as the Company and the Buyer may mutually agree in writing (the “Closing Date”). On the Closing Date as soon as practicable following the Closing, the Company and Merger Sub (Corp) shall cause the First Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the First Certificate of Merger (the date and time when the First Merger is effective, the “First Merger Effective Time”). Immediately after the filing of the First Certificate of Merger, the Company, as the surviving company of the First Merger, and Merger Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Effective time (the date and time when the Second Merger is effective, the “Second Merger Effective Time”).

Effective Time; Closing Date. The closing Upon the terms and subject to the conditions of the Mergers (the “Closing”) shall take place at the offices of Xxxxxxxxx Traurig, LLP, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, Xxxxxxxx 00000, at 10:00 a.m. local time on the date hereof or on such other date, time and place as the Company and the Buyer may mutually agree in writing (the “Closing Date”). On the Closing Date as soon as practicable following the Closingthis Agreement, the Company and Merger Sub (Corp) shall cause the First Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-1 E (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed in accordance with the relevant provisions of the DGCL, or at such later time as may be stated the Company and Buyer shall agree and specify in the First Certificate of Merger (the date and time when the First Merger is effective, the “First Merger Effective Time”). Immediately after the filing The closing of the First Certificate of Merger, the Company, as the surviving company of the First Merger, and Merger Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-2 (the “Second Certificate of MergerClosing”) with shall take place (a) at the Secretary offices of State Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the later to occur of (i) two (2) Business Days after the date on which the last of the State conditions set forth in Article VIII shall have been satisfied or waived (other than any such conditions that by their nature cannot be satisfied until the Closing, which shall be satisfied or (to the extent permitted by applicable Law) waived at the Closing) or (ii) thirty (30) days after the date of Delaware this Agreement; provided that, with respect to clause (ii) above, if on such thirtieth (30th) day all conditions to Buyer’s obligations in respect of the funding of the Financing have not been satisfied (other than those to be satisfied at the time of such funding, but subject to the satisfaction of such conditions at the time of such funding) and the parties hereto Closing would otherwise be required to occur pursuant to clause (i) above, so long as Buyer is in compliance with its obligations under Section 6.15, the Closing shall make take place no earlier than the earlier of (y) forty-five (45) days after the date of this Agreement and (y) two (2) Business Days after the date on which all conditions to Buyer’s obligations in respect of the funding of the Financing have been satisfied (other filings than those to be satisfied at the time of such funding, but subject to the satisfaction of such conditions at the time of such funding), or recordings required by the DGCL or (b) such other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such date, time and place as the Second Certificate of Merger is duly filed in accordance with Company and Buyer may mutually agree (the provisions actual date of the DGCL, or at such later time as may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Effective time (the date and time when the Second Merger is effectiveClosing, the “Second Merger Effective TimeClosing Date”). For purposes of this Agreement, the Closing will be deemed to have occurred at 12:01:01 a.m. (Eastern Time) on the Closing Date.

Effective Time; Closing Date. The closing of the Mergers Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxxx Traurig, Xxxxxxxx & Xxxxx LLP, 0000 Xxxxxx Xxxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxXxxx, Xxxxxxxx Xxx Xxxx 00000, at 10:00 9:00 a.m. (local time time) on the date hereof that is the fifth (5th) Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on (a) the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso), or (b) such other date, time and or place as the Company and the Buyer may mutually agree is agreed to in writing (by the parties hereto. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” No later than the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). On the Closing Date as soon as practicable following the Closing, the Company and Merger Sub (Corp) shall cause the First Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective upon the issuance by the Companies Registrar of the Merger Certificate. The time at such time which the Merger becomes effective is referred to herein as the First Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the First Certificate of Merger (the date and time when the First Merger is effective, the “First Merger Effective Time.”). Immediately after the filing of the First Certificate of Merger, the Company, as the surviving company of the First Merger, and Merger Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Effective time (the date and time when the Second Merger is effective, the “Second Merger Effective Time”).

Effective Time; Closing Date. The closing of the Mergers (the “Closing”) shall take place at the offices of Xxxxxxxxx Traurig, LLP, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, Xxxxxxxx 00000, at 10:00 a.m. local time on the date hereof or on such other date, time and place as the Company and the Buyer may mutually agree in writing (the “Closing Date”). On the Closing Date as soon as practicable following At the Closing, the Company and Merger Sub (Corp) shall cause the First Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed in accordance with the provisions of section 251 of the DGCL, or at such later time as may be stated in the First Certificate of Merger DGCL (the date and time when the First Merger is effective, the “First Merger Effective Time”). Immediately after Subject to the filing satisfaction or waiver of the First Certificate of Mergerconditions in Article VII, the Company, as the surviving company closing of the First Merger, and Merger Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-2 (the “Second Certificate of MergerClosing”) with shall take place at the Secretary offices of State Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., local time, on the later of (a) two Business Days after the date on which the last of the State conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are not satisfied until the Closing), and (b) the earlier of Delaware (i) a date during the Marketing Period to be specified by Buyer on no less than two Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of Buyer’s financing of the transactions contemplated by this Agreement) and (ii) the parties hereto shall make all final day of the Marketing Period, or on such other filings or recordings required by the DGCL or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such date, time and place as the Second Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as Company and Buyer may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Effective time mutually agree (the date and time when on which the Second Merger is effectiveClosing actually occurs, the “Second Merger Effective TimeClosing Date”).

Effective Time; Closing Date. The closing of the Mergers Merger (the “Closing”) shall take place at the offices of Xxxxxxxxx Traurig, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx Xxxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxXxxx, Xxxxxxxx Xxx Xxxx 00000, at 10:00 a.m. local time on time, two Business Days after the date hereof on which the last of the conditions set forth in Article VI shall have been satisfied or waived (other than conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or on such other date, time and place as the Company and the Buyer may mutually agree agree; provided that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in writing Article VI (other than conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the date following the satisfaction or waiver of such conditions (but subject to the satisfaction or waiver of such conditions at the Closing) that is the earlier to occur of (i) a date during the Marketing Period to be specified by Buyer on no less than two Business Days notice to the Company and (ii) the first Business Day after the final day of the Marketing Period (the date on which the Closing occurs, the “Closing Date”). On the Closing Date or as soon as practicable following the Closing, the Company and Merger Sub (Corp) shall cause the First Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Certificate of Merger”) and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be stated in the First Certificate of Merger (the date and time when the First Merger is effectiveEffective, the “First Merger Effective Time”). Immediately after the filing of the First Certificate of Merger, the Company, as the surviving company of the First Merger, and Merger Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Effective time (the date and time when the Second Merger is effective, the “Second Merger Effective Time”).

Effective Time; Closing Date. The closing of the Mergers (the “Closing”) shall take place at the offices of Xxxxxxxxx TraurigXxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx Xxxxxxxxxxx xxx Xxxxxxxx, Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000, XxXxxx, Xxxxxxxx 00000, at 10:00 a.m. local time time, on the date hereof last Business Day of the month in which all of the conditions to the Closing set forth in Article VIII and Article IX shall have been satisfied or waived (other than conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or on such other date, time and place as the Company and the Buyer may mutually agree in writing (the “Closing Date”); provided that in no event shall the Closing occur prior to August 31, 2010. On the Closing Date or as soon as practicable following the Closing, the Company and Merger Sub (Corp) shall cause the First Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Certificate of Merger”) and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be stated in the First Certificate of Merger (the date and time when the First Merger is effectiveEffective, the “First Merger Effective Time”). Immediately after following the filing of the First Certificate of MergerEffective Time, the Company, as the surviving company of the First Merger, Surviving Corporation and Merger LLC Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in with the form attached hereto as Exhibit A-2 Secretary of State of Delaware (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL Delaware Law or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the applicable provisions of the DGCLDelaware Law, or at such later time as may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Effective time (the date and time when the Second Merger is effective, the “Second Merger Effective Time”).