Common use of Merger Closing Clause in Contracts

Merger Closing. The closing of the Merger (the “Merger Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 on the second business day following the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VI, other than those conditions that by their nature are to be satisfied at the Merger Closing, unless another date, time or place is agreed to in writing by Parent and the Company (but subject to the satisfaction or waiver of such conditions at the Merger Closing); provided that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, unless otherwise agreed in writing by the parties hereto, the Company, Parent and Merger Sub shall not be required to effect the Merger Closing until the earlier of (i) a business day during the Marketing Period specified by Parent on no less than two business days’ prior written notice to the Company and (ii) the second business day following the final day of the Marketing Period (subject in each case to the satisfaction of conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver of such conditions at the Merger Closing)). The date on which the Merger Closing occurs is referred to in this Agreement as the “Closing Date.”

Merger Closing. The closing of the Merger (the “Merger Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxx LLP10:00 a.m., 000 Xxxxxxxxx Xxx.Las Vegas time, Xxx Xxxx, Xxx Xxxx 00000 on the second business day following the (2nd) Business Day after satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VI, other than those conditions that by their nature are to be satisfied at the Merger Closing, unless another date, time or place is agreed to in writing by Parent and the Company (but subject to the satisfaction or waiver of such conditions at the Merger Closing); provided that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, unless otherwise agreed in writing by the parties hereto, the Company, Parent and Merger Sub shall not be required to effect the Merger Closing until the earlier of (i) a business day during the Marketing Period specified by Parent on no less than two business days’ prior written notice to the Company and (ii) the second business day following the final day of the Marketing Period (subject in each case to the satisfaction of conditions set forth in Article VI VII (other than those conditions that by their nature terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such those conditions) at the corporate headquarters of the Company located in Las Vegas, Nevada, unless another time, date or place is agreed to in writing by the parties hereto. Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions at the Merger Closing)), then the Merger Closing shall occur instead on the Business Day following the satisfaction or (to the extent permitted by Law) waiver of such conditions after the earliest to occur of (a) any Business Day before or during the Marketing Period as may be specified by Parent on no fewer than three (3) Business Days’ prior notice to the Company, (b) the final day of the Marketing Period, subject in each case to the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions at the Merger Closing) or (c) on such other date or time as agreed to in writing by the parties hereto. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.”

Merger Closing. The (a) Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Merger Closing”) shall take place at 10:00 a.m. (Eastern time) on (a) the offices of Xxxxxxxx & Xxxxx LLPthird (3rd) Business Day after) the satisfaction, 000 Xxxxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 on the second business day following the satisfaction or (to the extent permitted by Law) hereunder, waiver by the party or parties entitled to the benefits thereof of the all conditions set forth in Article VI, other than those conditions that by their nature are to be satisfied at the Merger Closing, unless another date, time or place is agreed to in writing by Parent and the Company (but subject to the satisfaction or waiver of such conditions at the Merger Closing); provided that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, unless otherwise agreed in writing by the parties hereto, the Company, Parent and Merger Sub shall not be required to effect the Merger Closing until the earlier of (i) a business day during the Marketing Period specified by Parent on no less than two business days’ prior written notice to the Company and (ii) the second business day following the final day of the Marketing Period (subject in each case to the satisfaction of conditions set forth in Article VI 6 (other than those conditions that by their nature are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), unless this Agreement has been validly terminated pursuant to Section 7.1; provided that, notwithstanding the foregoing, the Closing shall not occur until the earlier of (i) a date during the Pisces Marketing Period specified by Parent on no fewer than three (3) Business Days’ prior written notice to the Company and (ii) the third (3rd) Business Day following the final day of the Pisces Marketing Period (subject, in each case, to the satisfaction and waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions))) or (b) such other time or date as is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Debevoise & Pxxxxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, unless another time, date on or place is agreed to in writing by the parties hereto (such date upon which the Merger Closing occurs is referred to in this Agreement as occurs, the “Closing Date”).”