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 certificates of merger with the Secretaries of State of the States of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, (the "Merger Documents") (the time of acceptance of such 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 Company and Purchaser and specified in the Merger Documents) 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 certificates of merger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 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 VII, 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 certificates a certificate of merger with the Secretaries Secretary of State of the States State of Ohio Georgia in accordance with the relevant provisions of Georgia Law (the "CERTIFICATE OF MERGER") and a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsDELAWARE CERTIFICATE OF MERGER") (the time of acceptance the later of such 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 Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 "Agreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the certificates of merger. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional Xxofessional Corporation, at 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 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 all of the conditions set forth in Article VIIVI, 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 Company and Merger Sub shall cause the Merger to be consummated by filing certificates a certificate of merger with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsCERTIFICATE OF MERGER") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates Certificate of mergerMerger. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional 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 VIIVI, 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, and such other articles, certificates of merger or other appropriate filing documents with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware lawLaw (collectively, respectively, (the "Merger DocumentsCERTIFICATE OF MERGER") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates Certificate of mergerMerger. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional 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 VIIVI, 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 certificates a Certificate of merger Merger with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsCertificate of Merger") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by the Company and Purchaser Parent and specified in the Merger DocumentsCertificate of Merger) being referred to herein as the "Effective Time") as soon as practicable on or after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the certificates Certificate of mergerMerger. The closing of the Merger and the other transactions contemplated hereby (the "Closing") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional 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 VIIVI 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 Date").

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto shall cause the Merger to be consummated by filing certificates a certificate of merger with the Secretaries Secretary of State of the States State of Ohio Georgia in accordance with the relevant provisions of Georgia Law (the "Certificate of Merger") and a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsDelaware Certificate of Merger") (the time of acceptance the later of such 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 Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 Merger and Reorganization, the Certificate of Merger and the certificates Delaware Certificate of mergerMerger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional 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 VIIVI, 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 (a) filing certificates a Certificate of merger Merger (the "NJ Certificate of Merger") with the Secretaries Secretary of State of the States State of Ohio New Jersey accordance with the relevant provisions of New Jersey and Delaware (b) filing a Certificate of Merger (the "NY Certificate of Merger") executed by Seller with the Secretary of State of the State of New York in accordance with the relevant provisions of Ohio and Delaware law, respectively, (the "Merger Documents") New York Law (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio (filings, or such later time as may be agreed in writing by Company and Purchaser the parties and specified in the Merger Documents) Certificates 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 the Certificates of Reorganization and the certificates of mergerMerger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx Kaufman & XxxxxxMoomjian, Professional CorporationLLC, at a 00 Xxarlex Xxxxxergh Boulevxxx - Xxxxx 000, Mixxxxx Xxxxx, Xxx Xxxx 00000, xx x 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 VIIVI, 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 certificates an agreement and plan of merger and articles, certificates or other appropriate filing documents with the Secretaries Secretary of State of the States State of Ohio and Delaware Washington in accordance with the relevant provisions of Ohio and Delaware lawWashington Law (collectively, respectively, (the "Merger DocumentsCertificate of Merger") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates Certificate of mergerMerger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 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 VIIVI, 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 certificates a Certificate of merger Merger, substantially in the form of Exhibit A hereto (the "CERTIFICATE OF MERGER"), with the Secretaries Secretary of State of the States State of Ohio Delaware and Delaware the Secretary of State of the State of Nevada, in accordance with the relevant provisions of Ohio Delaware and Delaware law, respectively, (the "Merger Documents") Nevada Law (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser the parties and specified in the Merger DocumentsCertificate of Merger) being the "Effective TimeEFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defineddefined herein). Unless the context otherwise requires, the term "AgreementAGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the certificates Certificate of mergerMerger. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxThe Otto Law Group, Professional CorporationPLLC, at a time and date to be specified 900 Fourth Axxxxe, Suite 3140, Seaxxxx, Xxxxxxxxxx 00000, xx x xxxx xxx xxxx xx xx xxxxxxxed 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 VIIVI, 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 certificates a Certificate of merger Merger with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsCertificate of Merger") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company Anergen and Purchaser Corixa and specified in the Merger DocumentsCertificate of Merger) being the "Effective Time") as soon as practicable on or after the Closing Date A-3 4 (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 certificates Certificate of mergerMerger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxVenture Law Group, a Professional Corporation, 4750 Xxxxxxxx Xxxxx, 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 VIIVI of this Agreement, 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 certificates concurrently (i) a Certificate of merger Merger with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsCERTIFICATE OF MERGER") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by the Company and Purchaser Parent and specified in the Merger DocumentsCertificate of Merger) being the "Effective TimeEFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined) and (ii) Articles of Merger with the Secretary of State of the State of Illinois in accordance with the relevant provisions of Illinois Law (the "ARTICLES OF MERGER"). The Certificate of Merger and the Articles of Merger are referred to collectively herein as the "MERGER FILINGS." Unless the context otherwise requires, the term "AgreementAGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the certificates of mergerMerger Filings. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional Xxofessional Corporation, at 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, 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 VIIVI, 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 certificates an agreement and plan of merger and articles, certificates or other appropriate filing documents with the Secretaries Secretary of State of the States State of Ohio and Delaware Washington in accordance with the relevant provisions of Ohio and Delaware lawWashington Law (collectively, respectively, (the "Merger DocumentsCERTIFICATE OF MERGER") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates Certificate of mergerMerger. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional 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 VIIVI, 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, and such other articles, certificates of merger or other appropriate filing documents with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware lawLaw (collectively, respectively, (the "Merger DocumentsCertificate of Merger") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates Certificate of mergerMerger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, Professional 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 VIIVI, 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 certificates the Certificate of merger Merger with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, Law (the "Merger DocumentsCertificate") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio (filing, or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger Documents) Certificate, 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 Merger and the certificates of mergerMerger Certificate. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx Jones, Waldo, Holbrook & XxxxxxMcDonough, Professional Corporation170 Sxxxx Xxxn Sxxxxx, Xxlt Xxxx Xxxx, XX 00000, xx xx xxxx xxxxx xxxxxxxx as the parties may agree, and 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 VIIVI, 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 certificates an agreement and plan of merger and articles, certificates or other appropriate filing documents with the Secretaries Secretary of State of the States State of Ohio and Delaware Washington in accordance with the relevant provisions of Ohio and Delaware lawWashington Law (collectively, respectively, (the "Merger DocumentsCertificate of Merger") (the time of acceptance of such filings by both the Secretaries of State of the States of Delaware and Ohio filing (or such later time as may be agreed in writing by Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates Certificate of mergerMerger. The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx Wilson Sonsini Goodrich & XxxxxxRosati, Professional Corporation, 650 Pagx Xxxx Xxxx, Xxxx Xxxx, Caxxxxxxia at a time and date to be specified by the partiesxxxxxxxxx xx xxx xxxxxxx, which shall be xxxxx xxxxx xx no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIIVI, 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, as soon as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing certificates a certificate of merger merger, in such form as is required by, and executed in accordance with, the relevant provisions of, the ORC (the “Certificate of Merger”), together with any required related certificates, with the Secretaries Secretary of State of the States State of Ohio and Delaware in accordance with the relevant provisions of Ohio and Delaware law, respectively, (the "Merger Documents") ORC (the time of acceptance of such filings by both filing with the Secretaries Secretary of State of the States State of Delaware and Ohio (or such later time as may be agreed in writing by the Company and Purchaser Parent and specified in the Merger DocumentsCertificate 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 certificates of merger. The closing of the Merger (the "“Closing"”) shall take place at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, located at Xxx Xxxxxxx Xxxxxxxx & XxxxxxXxxxx, Professional CorporationXxx Xxxx, Xxx Xxxx, at a time and date to be specified by 10 a.m., New York City time, on the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the conditions set forth in Article VIIV (other than those conditions that are to be satisfied only at the Closing), or at such other time, date and location as the parties hereto agree in writing (the "actual date and time at which the Closing occurs, the “Closing Date"”).