Reorganization Closing. 1 -----------------------
Reorganization Closing. Subject to the conditions contained in this Agreement, the closing of the Reorganization Merger (the "Reorganization Closing") shall take place (i) at the offices of Xxxxxxxx & Xxxxx, New York, New York, as promptly as practicable but in no event later than the third business day after which the last to be fulfilled or waived of the conditions set forth in Article IX hereof shall be fulfilled or waived in accordance with this Agreement, at such time as the Company, Company Sub and Merger Sub may agree, or (ii) at such other place and time and/or on such other date as the Company, Company Sub and Merger Sub may agree.
Reorganization Closing. Unless this Agreement is earlier terminated pursuant to Section 11, upon satisfaction or waiver of the conditions set forth in Section 9 (other than those conditions to be satisfied or waived at or after the Reorganization Closing) or amended as contemplated by Section 2(b), the closing of the Reorganization (the “Reorganization Closing”) shall take place no more than one (1) Business Day prior to the PropCo Closing, which shall take place concurrently with the OpCo Closing (on the Closing Date as provided in the OpCo PSA). For purposes of Section 14(a)(ii), Section 14(a)(viii), Section 14(c)(ii), Section 14(c)(iii) and Section 14(d) of the OpCo PSA, so long as the Seller is ready, willing and able (subject to the Closing occurring) to satisfy the condition set forth in Section 12(a)(iv) of the OpCo PSA and effect the OpCo Reorganization and the condition set forth in Section 9(b)(ii) of the Real Estate Purchase Agreement and effect the Reorganization Closing, Section 12(a)(iv) of the OpCO PSA and Section 9(b)(ii) of this Agreement shall be deemed satisfied for purposes of the determinations required under such sections.
Reorganization Closing. Unless this Agreement is earlier terminated pursuant to Article IX before satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions to be satisfied or waived at the Reorganization Closing), the closing of the Reorganization (the “Reorganization Closing”) shall take place immediately prior to the Transfer Sub Membership Interests Closing, which shall take place immediately prior to the MI Closing, all on the Closing Date as provided in the Transaction Agreement.
Reorganization Closing. 2 Section 1.3 Reorganization Effective Time. . . . . . . . . . . . . . . 2 Section 1.4
Reorganization Closing. The closing of the transactions set forth in ----------------------
Section 1.1 (the "Reorganization Closing") shall take place at the offices of ---------------------- Ropes & Xxxx, 885 Third Avenue, New York, New York, or at such other place as shall be mutually agreeable to the parties hereto, on or prior to July 28, 1999, or if, despite all commercially reasonable efforts of the parties hereto, the conditions to the Reorganization Closing set forth herein have not been satisfied by such date, as soon as possible thereafter (the day of the Reorganization Closing, the "Reorganization Closing Date"). ---------------------------
Reorganization Closing. 2 Section 1.3 Reorganization Effective Time............................................. 2 Section 1.4
Reorganization Closing. Subject to the terms and conditions of this Agreement, the Accounts Receivable Contribution, the IFDS Realty US Distribution, the Vestmark Xxxxx Xxxxxx Distribution, the Vestmark DST Distribution, the Cash Distribution, the BFDS Governing Documents Restatement, the Contribution and the Purchase and Sale shall take place at a closing (the “Reorganization Closing”) to be held on March 29, 2017, at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 X. 00xx Xxxxxx, Xxx Xxxx, XX 00000 (the day on which the Reorganization Closing takes place being the “Reorganization Closing Date”), or at such other place or on such other date as DST and State Street shall mutually agree upon in writing; provided, however, that in the event the condition to the Reorganization Closing set forth in clause (a) of Article VII has been not been satisfied by 5 p.m. New York time on March 29, 2017, the Reorganization Closing shall take place as soon as practicable after the condition set forth in clause (a) of Article VII has been satisfied (it being understood that the Articles of Amendment will be effective on the same date as the Reorganization Closing Date).
Reorganization Closing. 2 Section 1.1
Reorganization Closing. 5.1 Conditions to the Obligations of the Parties. Each party's -------------------------------------------- obligations to take the actions required to be taken by such party at the Reorganization Closing is subject to the satisfaction, at or prior to the Reorganization Closing Date, of each of the following conditions (any of which may be waived by such party, in whole or in part):
(a) The representations and warranties of each other party contained in this Agreement shall be true on and as of the Reorganization Closing Date with the same effect as though such representations and warranties had been made by such party on and as of the Reorganization Closing Date.
(b) There shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a court or governmental agency of competent jurisdiction directing that the Transactions not be consummated in the manner provided for in this Agreement. No action or proceeding shall have been instituted and remain pending before a court or other governmental body of competent jurisdiction to restrain, prohibit or otherwise challenge any of the Transactions (or seeking material damages from any party as a result thereof), other than any such action or proceeding which would not have a Material Adverse Effect or prevent any party from performing its obligations hereunder.
(c) The IPO Pricing shall have occurred and the Underwriting Agreement shall have been executed.
(d) The Corporation shall concurrently have consummated the transactions contemplated by the Exchange Agreement.
(e) The parties shall have delivered the documents described in Section 5.2 hereof.
