Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Pure Atria Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (At Home Corp), Merger Agreement (Platinum Software Corp), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc), Agreement and Plan of Reorganization (Trusted Information Systems Inc)
Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate certificates of Merger merger with the Secretary Secretaries of State of the State States of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware Law law, respectively, (the "CERTIFICATE OF MERGERMerger Documents") (the time of acceptance of such filing filings by both the Secretaries of State of the States of Delaware and Ohio (or such later time as may be agreed in writing by the parties Company and Purchaser and specified in the Certificate of MergerMerger Documents) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate certificates of Mergermerger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVII, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and Merger and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 3 contracts
Samples: Agreement and Plan (Seeq Technology Inc), Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Lsi Logic Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, substantially in the form of Exhibit C hereto (the "Certificate of Merger"), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of MergerReorganization. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., Professional Corporation at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").. 1.3
Appears in 2 contracts
Samples: 27 Agreement and Plan (CKS Group Inc), Exhibit 1 Agreement and Plan of Reorganization (Usweb Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Appnet Inc /De/), Agreement and Plan of Reorganization (Forte Software Inc \De\)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc), Agreement and Plan of Merger (Opentv Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto Company and Merger Sub shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at One Market, Speax Xxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger, and such other articles, certificates or other appropriate filing documents with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (collectively, the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Xxxx Xxxxx LLP, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Merger Agreement (Orcad Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, substantially in the form of Exhibit B hereto (the "Certificate of Merger"), with the Secretary of State of the State of Delaware New Jersey, in accordance with the relevant provisions of Delaware New Jersey Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") ), along with the closing of the Exchange, shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.HTI or Headwaters, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article Articles V and VI, or at such other time, date date, and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Headwaters Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mih LTD)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Anergen and Corixa and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date A-3 4 (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Venture Law Group, a Professional Corporation, 4750 Xxxxxxxx & XxxxxxXxxxx, P.C.Xxxxxxxx, Xxxxxxxxxx 00000-0000, xx via facsimile, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI of this Agreement, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").. 1.3
Appears in 1 contract
Samples: : Agreement (Corixa Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger, and such other articles, certificates or other appropriate filing documents with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (collectively, the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").. 1.3
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Truevision Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Atl Products Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of Delaware Law the DGCL (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (filing, or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) , being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx O'Melveny & Xxxxxx, P.C., Xxxxx LLP at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fairchild Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate Articles of Merger (the “ARTICLES OF MERGER”), with the Secretary of State of the State of Delaware Nevada, in accordance with the relevant provisions of Delaware Nevada and Nevada Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate Articles of Merger) being the "“EFFECTIVE TIME"”) as soon as practicable on or after the Closing Date (as herein defineddefined herein). Unless the context otherwise requires, the term "“AGREEMENT" ” as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate Articles of Merger. The closing of the Merger (the "“CLOSING"”) shall take place at the offices of Xxxxxx GrowOp Technology Ltd., 0000-X Xxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Xxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "“CLOSING DATE"”).
Appears in 1 contract
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger, and such other articles, certificates or other appropriate filing documents with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (collectively, the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 1 contract
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Andover Net Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERCertificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being referred to herein as the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger and the other transactions contemplated hereby (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, xx a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second (2nd) business day after the satisfaction or waiver of the conditions set forth in Article VIVI hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing (the date upon which the Closing actually occurs being referred to herein as the "CLOSING DATEClosing Date").
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at a time and 1 6 date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time) and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at One Market, Speax Xxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx a time and date to be specified by the partiesparties hereto, which shall be no later than the second (2nd) business day after the satisfaction or waiver of the conditions set forth in Article VIVI hereof, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Agreement and Plan (Solectron Corp)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIMETime") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at a time and 5300 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx xx the date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIhereof, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, at 650 Xxxx Xxxx Xxxx, Xxxxxxxxxx, xx a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Supergen Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger this Agreement with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGERMerger Documents") (the time of such filing (filing, or such later time as may be agreed in writing by the parties Company and Parent and specified in the Certificate of Merger) Merger Documents, being the "EFFECTIVE TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENTAgreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVII, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agilent Technologies Inc)
Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "CLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Appears in 1 contract