Common use of The Closing and Conditions to Closing Clause in Contracts

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the ----------- Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland State Department of Assessments and Taxation), (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. Xxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the Parties ----------- Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland State Department Corporation Commission of Assessments and Taxation)the Commonwealth of Virginia, (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. Xxxxxx Xxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the Parties ----------- Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland State Department of Assessments and Taxation), (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. Xxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the Parties ----------- Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland Secretary of State Department of Assessments and Taxationthe State of California), (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. XxxxxxXxxxx Xxxxxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the ----------- Parties will ----------- take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland State Department of Assessments and Taxation), (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. Xxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the ----------- Parties will ----------- take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland Secretary of State Department of Assessments and Taxationthe State of California), (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. XxxxxxXxxxx XxXxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the ----------- Parties will ----------- take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland Secretary of State Department of Assessments and Taxationthe State of Florida), (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. XxxxxxXxxxxx Xxxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).

The Closing and Conditions to Closing. (a) The Closing. On or before the IPO Pricing Date, the Parties ----------- Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the Limited Liability Company Business Corporation Act, (A) the execution of a Certificate of Merger meeting the requirements of the Limited Liability Company Business Corporation Act and providing that the Merger will become effective on the IPO Closing Date and (B) the filing of the Certificate of Merger with the Maryland Secretary of State Department of Assessments and Taxation)the State of New Hampshire, (ii) verify the existence and ownership of the certificates evidencing the Company Membership Interests Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston time, or at such later time on the IPO Pricing Date as WORK shall specify by written notice to Xxxxxxx X. XxxxxxXxxxxx Xxxxxxxxxx. The actions taken at the Closing will not include the completion of either the Merger or the delivery of the Company Membership Certificates Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Membership Certificates Common Stock in exchange for the Merger Consideration will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01 (b).