Filing of Certificate of Merger. If this Agreement is not ------------------------------- terminated pursuant to Article 7 hereof, as soon as practicable after all conditions to the Recapitalization Merger set forth in Article 6 hereof shall have been satisfied or waived, Leslie's Delaware and Poolmart shall cause the Certificate of Merger attached hereto as Exhibit B ("Certificate ----------- of Merger") to be executed and acknowledged and, as required by the --------- Delaware Law, filed with the Secretary of State of the State of Delaware as provided in the Delaware Law. The Recapitalization Merger shall be consummated and the closing of the transactions contemplated by this Agreement (the "Closing") shall occur immediately upon the filing of the ------- Certificate of Merger with the Secretary of State of the State of Delaware (the date and time of such filing and Closing being referred to herein as the "Effective Date"). The Recapitalization Merger shall occur immediately -------------- following the effective time of the Reincorporation Merger. The Closing shall take place at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as the parties may mutually agree.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hancock Park Associates Ii Lp Et Al), Agreement and Plan of Merger (Green Equity Investors Ii Lp), Agreement and Plan of Merger (Leslies Poolmart)
Filing of Certificate of Merger. If this Agreement is not ------------------------------- terminated pursuant to Article 7 hereof, as soon as practicable after all conditions to the Recapitalization Merger set forth in Article 6 hereof shall have been satisfied or waived, Leslie's Delaware ’s and Poolmart Acquisition shall cause the Certificate certificate of Merger merger substantially in the form attached hereto as Exhibit B C ("“Certificate ----------- of Merger"”) to be executed and acknowledged and, as required by the --------- Delaware Law, filed with the Secretary of State of the State of Delaware as provided in the Delaware Law. The Recapitalization Merger shall be consummated and the closing of the transactions contemplated by this Agreement (the "“Closing"”) shall occur immediately upon the filing of the ------- Certificate of Merger with the Secretary of State of the State of Delaware (the date and time of such filing and Closing being referred to herein as the "“Effective Date"”). The Recapitalization Merger shall occur immediately -------------- following the effective time of the Reincorporation Merger. The Closing shall take place at the offices of PaulXxxxxx, Hastings, Xxxx & Xxxxxxxx & XxxxxxLLP, 000 Xxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as the parties may mutually agree.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leslies Poolmart Inc)
