Common use of Effective Times Clause in Contracts

Effective Times. (a) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Parent will cause the LLC Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “LLC Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DLLCA. The LLC Merger shall become effective at the time when the LLC Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties (with the prior written consent of the Special Committee) in writing and specified in the LLC Certificate of Merger (the “LLC Merger Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Parent will cause the Company Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Company Certificate of Merger”, and collectively with the LLC Certificate of Merger, the “Certificates of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Merger shall become effective at the time when the Company Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties (with the prior written consent of the Special Committee) in writing and specified in the Company Certificate of Merger (the “Company Merger Effective Time”); provided, that the Company Merger Effective Time shall occur immediately after the LLC Merger Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vacasa, Inc.), Agreement and Plan of Merger (Vacasa, Inc.), Merger Agreement (Focus Financial Partners Inc.)

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Effective Times. Concurrently with the Closing, the Company and Merger Sub I shall file with the Secretary of State of the State of Delaware a certificate of merger (athe “Certificate of Merger I”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect Merger I. Merger I shall become effective at the time Certificate of Merger I shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in Certificate of Merger I (such date and time hereinafter referred to as “Effective Time”). Upon the terms and subject to the conditions set forth in this Agreement, on immediately following the Closing DateEffective Time, the Company and Parent will cause the LLC as part of an integrated transaction, Surviving Corporation and Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “LLC Certificate of Merger”) to be executed and filed Sub II shall file with the Secretary of State of the State of Delaware a certificate of merger (“Certificate of Merger II” and each of which, including the Certificate of Merger I, may be referred to as a “Certificate of Merger”) satisfying the applicable requirements of the DGCL and the LLC Act as well as any other filings, recordings or publications required to be made under the LLC Act in accordance connection with the DLLCAMerger II. The LLC Merger II shall become effective at the time when the LLC Certificate of Merger has II shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon by the Parties (with the prior written consent of the Special Committee) in writing parties and specified in the LLC Certificate of Merger II (such date and time hereinafter referred to as the “LLC Merger Second Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Parent will cause the Company Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Company Certificate of Merger”, and collectively with the LLC Certificate of Merger, the “Certificates of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Merger shall become effective at the time when the Company Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties (with the prior written consent of the Special Committee) in writing and specified in the Company Certificate of Merger (the “Company Merger Effective Time”); provided, that the Company Merger Effective Time shall occur immediately after the LLC Merger Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Flir Systems Inc), Merger Agreement (Teledyne Technologies Inc)

Effective Times. (a) Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the Company and Parent Parties will cause the LLC Merger Mergers to be consummated by by: (i) with respect to the Starship Merger, executing and filing all necessary documentationa Certificate of Merger in accordance with the relevant provisions of DGCL, including a certificate in substantially the form of merger in customary form and substance Exhibit E attached hereto (the “LLC Starship Certificate of Merger”) to be executed and filed ), together with any required related certificates, with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in such form as required by, and executed in accordance with the DLLCA. relevant provisions of, DGCL; and (ii) with respect to the SPAC Merger, executing and filing a Certificate of Merger in accordance with the relevant provisions of the DGCL, in substantially the form of Exhibit F attached hereto (the “SPAC Certificate of Merger”), together with any required related certificates, with the Delaware Secretary of State, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. (b) The LLC Starship Merger shall will become effective at such time as the time when the LLC Starship Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be is agreed by between the Parties (with the prior written consent of the Special Committee) in writing and specified in the LLC Starship Certificate of Merger (such time as the Starship Merger becomes effective being the “LLC Merger Starship Effective Time”). (bc) Upon The SPAC Merger will become effective at such time as the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Parent will cause the Company Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Company SPAC Certificate of Merger”, and collectively with the LLC Certificate of Merger, the “Certificates of Merger”) to be executed and Merger is duly filed with the Delaware Secretary of State of the State of Delaware in accordance with the DGCL. The Company Merger shall become effective at the time when the Company Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed by between the Parties (with the prior written consent of the Special Committee) in writing and specified in the Company SPAC Certificate of Merger (such time as the SPAC Merger becomes effective being the “Company Merger SPAC Effective Time” and, together with the Starship Effective Time, the “Effective Times”); provided, that the Company Merger Effective Time shall occur immediately after the LLC Merger Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FTAC Olympus Acquisition Corp.)

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Effective Times. (a) Upon the terms and subject Prior to the conditions set forth in this AgreementREIT Closing, Parent, Merger Sub and the Company shall prepare, and, on the Closing Date, the Company shall file with the State Department of Assessments and Parent will cause the LLC Merger to be consummated by filing all necessary documentationTaxation of Maryland, including a certificate articles of merger in customary form and substance and/or such other appropriate documents (the “LLC Certificate "Articles of Merger") executed in accordance with the applicable provisions of the MGCL and the MLLCA and shall make all other filings or recordings required under the MGCL and the MLLCA to be executed effect the REIT Merger. The REIT Merger shall become effective at such time as the Articles of Merger are accepted for record by the State Department of Assessments and filed Taxation of Maryland, or at such later time as Parent and the Company shall agree and specify in the Articles of Merger (the time at which the REIT Merger becomes effective being the "REIT Effective Time"). (b) Prior to the OP Closing, Parent L.P., L.P. Merger Sub and Company L.P. shall prepare, and, immediately after the REIT Effective Time or as soon thereafter as reasonably practicable, Company L.P. shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger and/or such other appropriate documents (the "OP Merger Certificate") executed in accordance with the DLLCAapplicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the OP Merger. The LLC OP Merger shall become effective at such time as the time when the LLC OP Merger Certificate of Merger has been is duly filed with the office of the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent L.P. and Company L.P. shall agree and specify in the Parties OP Merger Certificate (the time at which the OP Merger becomes effective being the "OP Effective Time" and, together with the prior written consent of the Special Committee) in writing and specified in the LLC Certificate of Merger (the “LLC Merger REIT Effective Time, the "Effective Time"). (b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Parent will cause the Company Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Company Certificate of Merger”, and collectively with the LLC Certificate of Merger, the “Certificates of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Merger shall become effective at the time when the Company Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties (with the prior written consent of the Special Committee) in writing and specified in the Company Certificate of Merger (the “Company Merger Effective Time”); provided, that the Company Merger Effective Time shall occur immediately after the LLC Merger Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Simon Property Group Inc /De/)

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