Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing shall be held at the offices of Shearman & Sterling LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or, if permissible, or waiver of the conditions set forth in Article VIIIVI hereof, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger merger, if applicable (in any such case, the “"Certificate of Merger”) "), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as the parties hereto agree shall be specified in such form as is required by, and executed in accordance with, the relevant provisions Certificate of the DGCL Merger (the date and time the Merger becomes effective, the "Effective Time"). On the date of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Mergerfiling, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of Shearman the King & Sterling LLPSpalding, 000 Xxxxxx 191 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx Xxxxxxx 00000, or xx at such other place time and location as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable after and in no event later than the third business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIVII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (Delaware Law. The term "Effective Time" means the date and time of such the filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing shall (the "Closing") will be held at the offices of Shearman & Sterling LLPParent, 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000, Xxx Xxxx 00000 (or such other place as the parties shall hereto may agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII).

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of conditions to the conditions Merger set forth in Article VIIIVIII have been satisfied, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such either case, the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “"Effective Time”"). Immediately prior to such filing of the Certificate of Merger, a closing shall be held at the offices of Shearman & Sterling LLP, 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIVII (but in no event earlier than August 21, 2005), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 000 Xxxxxx 500 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIIVII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) shall be held at the offices of Shearman O’Melveny & Sterling Xxxxx LLP, 000 Xxxxxx Xxxxxx0000 Xxxx Xxxx Xxxx, Xxx XxxxxxxxxXxxxx Xxxx, Xxxxxxxxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date of the Closing is referred to as the “Closing Date.”

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIIX, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “"Certificate of Merger”) "), with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “"Effective Time”"). Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the "Closing") shall be held at the offices of Shearman & Sterling LLPSterling, 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIIIX.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIVII (but in no event earlier than August 21, 2005), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “"Effective Time”"). Immediately prior to such filing of the Certificate of Merger, a closing (the "Closing") shall be held at the offices of Shearman & Sterling LLP, 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIIVII.

Effective Time; Closing. As promptly as practicable after following (and no later than 48 hours following) the satisfaction or, if permissiblepermissible by the express terms of this Agreement, waiver of the conditions set forth in Article VIIIVII (or such other date as may be agreed by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of such the filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing shall (the “Closing”) will be held at the offices of Shearman Sheppard, Mullin, Xxxxxxx & Sterling Xxxxxxx LLP, 000 at 00000 Xx Xxxxxx XxxxxxXxxx, Xxxxx 000, Xxx XxxxxxxxxXxxxx, Xxxxxxxxxx 00000, 00000 (or such other place as the parties may agree). The date on which the Closing shall agree, for the purpose of confirming the satisfaction or waiver, occur is referred to herein as the case may be, of the conditions set forth in Article VIII“Closing Date.”

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) shall be held at the offices of Shearman O’Melveny & Sterling Xxxxx LLP, 000 Xxxxxx Xxxxxx2765 Xxxx Xxxx Xxxx, Xxx XxxxxxxxxXxxxx Xxxx, Xxxxxxxxxx 00000, or xx such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date of the Closing is referred to as the “Closing Date.”

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIVII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman Krxxxx Xxxxx Xxxxxxxx & Sterling LLPFrxxxxx XLP, 000 1100 Xxxxxx Xxxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx XX 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIIVII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing shall be held at the offices of Shearman & Sterling LLP, 000 500 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIVII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 000 Xxxxxx 500 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIIVII.

Effective Time; Closing. As promptly as practicable practicable, and in no event later than five business days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIVIII (other than those conditions that can only be satisfied on the Closing Date (as defined below)), including, without limitation, the approval of the Merger by an affirmative vote of the Requisite Majority, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (DGCL. The term "Effective Time" means the date and time of such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing shall (the "Closing") will be held at the offices of Shearman Kirkxxxx & Sterling LLPXllix, 000 Xxxxxx Xxtigroup Center, 153 Xxxx 00xx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000, or Xxx Xxxx 00000 (xx such other place as the parties may agree). The date on which such Closing takes place shall agree, for the purpose of confirming the satisfaction or waiver, be referred to herein as the case may be, of the conditions set forth in Article VIII"Closing Date".