Common use of Effective Time; Closing Clause in Contracts

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 (the "CERTIFICATE OF MERGER") with the Secretary of State of Delaware in accordance with the relevant provisions of Delaware Law (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). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 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").

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 (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 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 Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional CorporationP.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").

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 (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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional 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").

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 (the "CERTIFICATE OF MERGERCertificate of Merger") with the Secretary of State of Delaware in accordance with the relevant provisions of Delaware Law (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). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional 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").

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 (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). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx Fenwick & XosaxxWest LLP, Xxofessional CorporationTwo Xxxx Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, 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"). The parties acknowledge that it is their express current intent that, to the extent practicable, the Closing Date shall occur on or before August 31, 1997.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause Company and Merger Sub will prepare and file a certificate of merger, in such appropriate form as determined by the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Kramxx Xxxxx Xxxxxxxx & XosaxxXranxxx XXX, Xxofessional Corporation919 Third Avenue, New York, New York, 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").

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 (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 Target 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). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, or virtually, 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").

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 (the "CERTIFICATE OF MERGER") with the Secretary of State of Delaware in accordance with the relevant provisions of Delaware Law (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). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilsxx Wxxxxx Xxxxxxx Xxxxxxxx & XosaxxRxxxxx, Xxofessional 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").

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 (in the "CERTIFICATE OF MERGER") form attached hereto as Exhibit F with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law DGCL (the "Merger Documents") (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). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx O'Melveny & XosaxxXxxxx LLP, Xxofessional Corporation000 Xxxxx Xxxx Xxxxxx, Xxx 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 DATEClosing Date").

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 (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 the effectiveness of the Certificate of Merger (or such later time as may be agreed in writing by the parties City and USA and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, at a time and date 7 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 mutually agree in writing (the "CLOSING DATE").

Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing on the Closing Date (as defined in Section 1.2) a Certificate of 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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, at a time and date to be specified in writing 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").

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 of merger (the Certificate of Merger (the "CERTIFICATE OF MERGER"Merger) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing (filing, or such later time as may be agreed in writing by the parties Constituent Companies and specified in the Certificate of Merger) , being the "EFFECTIVE TIME"Effective Time) as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSING"Closing) shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & XosaxxSayid and Associates LLP, Xxofessional Corporation000 Xxxx 00xx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE"Closing Date).

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 (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). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 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").

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 (in the "CERTIFICATE OF MERGER") form attached hereto as Exhibit B with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL and DLLCA (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 following the Closing Date (as herein defineddefined below). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxxxx LLP, Xxofessional Corporation0000 Xxxxxxx Xxxx Xxxx, Xxx 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 DATEClosing Date").

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 (the "CERTIFICATE OF MERGER"“Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (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“Effective Time”). The closing of the Merger (the "CLOSING"“Closing”) shall take place at the offices of Wilsxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, located at Xxx Xxxxxxx Xxxxxxxx & XosaxxXxxxx, Xxofessional CorporationXxx Xxxx, Xxx Xxxx, at a time and date to be specified by the parties10 a.m., which shall be no later than New York City time, on 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"date on which the Closing occurs, the “Closing Date”).

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 (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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional 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").

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 (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). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional 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").

Effective Time; Closing. Subject to the provisions of this Agreement, Company and Merger Sub will file a certificate of merger, in such appropriate form as determined by the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") parties, 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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx Xxxxx Xxxx & XosaxxXxxxxxxx, Xxofessional Corporation0000 Xx Xxxxxx Xxxx, Xxxxx 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 VI7, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATEClosing Date").

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 (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 the effectiveness of the Certificate of Merger (or such later time as may be agreed in writing by the parties City and USA and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional 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 mutually agree in writing (the "CLOSING DATE").

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 (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the "Certificate of Merger") (the time of such filing (or such later time as may be agreed in writing by the parties Alliance and Liquid and specified in the Certificate of Merger) being the "EFFECTIVE TIMEEffective Time") on or as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional 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").

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 (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the parties Alliance and Liquid and specified in the Certificate of Merger) being the "EFFECTIVE TIME") on or as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSING") shall take place at the Los Angeles offices of Wilsxx Xxxxxxx Xxxxxxxx Milbank, Tweed, Hadley & Xosaxx, Xxofessional CorporationMcCloy LLP, at a time and date to be specified by the partiespartxxx, which shall xhicx xxxxl 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").

Effective Time; Closing. Subject to the provisions of ----------------------- this Agreement, Company and Merger Sub will file a certificate of merger, in such appropriate form as determined by the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") parties, 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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx Xxxxx Xxxx & XosaxxXxxxxxxx, Xxofessional Corporation0000 Xx Xxxxxx Xxxx, Xxxxx 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"). (f) Section 2.3

Effective Time; Closing. Subject to the provisions of this Agreement, Company and Merger Sub will file a certificate of merger, in such appropriate form as determined by the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") parties, 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 TIMEEffective Time") as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx Xxxxx Xxxx & XosaxxXxxxxxxx, Xxofessional Corporation0000 Xx Xxxxxx Xxxx, Xxxxx 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").