SECTION Closing. Unless this Agreement shall . have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.1 and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Merger (the "Closing") will take place at 10:00 a.m. on the second business day after satisfaction or waiver of the conditions set forth in Article VII (the "Closing Date"), at the offices of Simpxxx Xxxxxxx & Xartxxxx, 005 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxless another date, time or place is agreed to in writing by the parties hereto; provided that Newco may, upon 6 written notice given to the Company no later than one business day before the date on which the Closing would otherwise occur, as contemplated by this Section 1.2 cause the Closing to be postponed to a date specified in such notice so long as such date is not more than 85 days after the date hereof, Newco states in such notice that such delay is necessary to permit completion of the offering of Senior Subordinated Notes (as defined in and contemplated by the Commitment Letters) and such notice is accompanied by a letter from the initial purchaser in respect of such offering and addressed to the Company to the effect that such initial purchaser agrees with the aforesaid statement. SECTION Effective Time. As soon as practicable after the satisfaction or waiver of the conditions set forth in Article VII, the Company shall execute in the manner required by the GCL and deliver to the Secretary of State of the State of Delaware a duly executed certificate of merger, and the parties shall take such other and further actions as may be required by law to make the Merger effective. The time the Merger becomes effective in accordance with applicable law is referred to as the "Effective Time." SECTION Effects of the Merger. The Merger shall have the effects set forth in Section 259 of the GCL. SECTION Certificate of Incorporation and By-Laws of the Surviving Corporation. The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger so as to read in its entirety in the form set forth as Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and applicable law. Subject to the provisions of Section 6.7, the by-laws of Newco in effect at the Effective Time shall be ...
SECTION Closing. The closing of the transactions contemplated in this Agreement (the "Closing") shall take place on or before October 31, 1997 (the "Closing Date"); provided, however, that the Closing Date may be extended (at any one or more times) by either party upon written notice to the other party until December 31, 1997 (the "Extension Period") if permits and/or approvals from governmental authorities necessary to the consummation of the transactions contemplated by this Agreement have not been obtained as of the Closing Date. If this Agreement is not terminated pursuant to any applicable provision hereof, subject to the provisions of this Agreement, the Closing shall be held at the offices of the General Partner's counsel, Xxxxxx & Xxxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000, at 10:00 a.m., Chicago time. If the Closing has not occurred on or prior to the Closing Date or, if applicable, the expiration of the Extension Period, this Agreement shall terminate, and all rights and duties of Seller, the Partnership, the General Partner and the Limited Partners hereunder shall expire and the foregoing shall have no further rights or obligations hereunder, and without liability or obligation on the part of any party, except for claims for damages arising out of a breach of the representations and warranties or covenants of this Agreement, provided that this sentence shall survive such termination.
SECTION Closing. Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of all conditions as set forth in Article VIII the "Closing" of the purchase and sale of the Acquired Assets shall take place at a mutually agreed upon time, date and location for the Closing; provided that the parties may elect to have the Closing be conducted through a facsimile exchange of documents and signature pages. The date and time of such Closing shall be referred to herein as the "Closing Date."
SECTION Closing. Subject to the satisfaction or waiver of all of the conditions to closing contained in Article VIII hereof, the closing of the Merger (the "Closing") will take place at 8:00 a.m., Chicago time, on a date to be specified by the parties, which shall be no later than the second Business Day (as defined below) after the satisfaction or waiver of the conditions to Closing contained in Article VIII, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), 000 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60606-1285, unless another date or place is agreed to in writing by the parties hereto. The date and time at which the Closing occurs is referred to herein as the "Closing Date." "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York City, Chicago, Illinois or Denver, Colorado are not required to be open.
SECTION Closing. The closing shall be as provided in this Section 7 and shall occur at the offices of PSELP, 202 Fremont Street, Las Vegas, Xxxxxx.
SECTION Closing. The closing of the Merger (the "Closing") shall take place at the offices of Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, at 10:00 a.m., Boston time, on the second business day immediately following the date on which the last of the conditions set forth in Article VIII hereof is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Date, but subject to satisfaction of such conditions), or at such other time and date and place as the Company and Parent shall mutually agree (the "Closing Date"); provided, however, that the Closing Date shall be not less than 30 days after the date of mailing of the Notice of Election as provided in Section 2.01(k).
SECTION Closing. The purchase and sale of the Shares (the "Closing") provided for in this Agreement will take place at the offices of the Investor's counsel at Xxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx on or before May 26, 1999 or at such other time and place as the parties may agree, either orally or in writing. Subject to the provisions of Section , failure to consummate the purchase and sale provided for in this Agreement on the date and at the place determined pursuant to this Section 2.3 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.
SECTION Closing. The closing by the Company of any exercise of its call right under Section 6.1 shall take place at the offices of the Company, or such other place as may be mutually agreed, not less than 15 nor more than 30 days after the date such option is exercised, as specified by the Company in its Call Notice. At such closing, such Management Investor shall deliver certificates for the shares of Common Stock to be sold to the Company duly endorsed, or accompanied by written instruments to transfer in form satisfactory to the Company duly executed, by such Management Investor, free and clear of any liens, against payment by the Company of the applicable purchase price therefor.
SECTION Closing. The closing of the Merger (the " Closing") shall take place at 10:00 a.m., Eastern Time, on a date to be specified in writing by Opus360 and PeopleMover (the " Closing Date"), which date shall be no later than the third (3) business day after satisfaction (or waiver in accordance with Section 7.4 hereof) of the conditions set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is agreed to in writing by Opus360 and PeopleMover. The Closing will be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION Closing. The delivery of the Notes shall take place at the offices of Skadden, Arps, Slate, Meagher & Fxxx, 009 Txxxx Axxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx x xxxxing (the "Closing") on the date of this Agreement. At the Closing, the Borrower will deliver to each Lender the Notes to be issued to such Lender at the Closing as set forth opposite such Lender's name in Schedules 3.1(a), 3.1(b), 3.1(c) and 3.1
