Common use of The Closing and the Effective Time Clause in Contracts

The Closing and the Effective Time. The closing of the Transaction (the “Closing”) shall take place at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP (“Milbank”), 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. local time on the third (3rd) Business Day after the satisfaction or waiver of all conditions set forth in Article VII (other than those conditions which by their terms can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or on such other date, at such other time, or at such other location as may be mutually agreed between Buyer and the Sellers’ Representative. The date of the Closing is referred to herein as the “Closing Date.” Upon the terms and subject to the conditions of this Agreement, the parties shall cause the Merger to be consummated by filing, on the Closing Date or such other date as may be mutually agreed between Buyer and the Sellers’ Representative, the Certificate of Merger, in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”), with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the Act (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Buyer and the Sellers’ Representative and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

The Closing and the Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall will take place at remotely via the offices electronic exchange of Milbank, Tweed, Xxxxxx & XxXxxx LLP (“Milbank”), 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. local time documents and signatures on the third (3rd) second Business Day after following the satisfaction or waiver of all the conditions set forth in Article VII ‎Article 2 (other than those conditions which that by their terms can only or nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of such conditions by the Party or Parties entitled to the benefit thereof at the Closing), or at such other place, on such other date, at such other time, date or at such other location time as may be is mutually agreed between agreeable to Buyer and the Sellers’ Representative. The date of the Closing is referred to herein in this Agreement as the “Closing Date.” Upon All matters to be calculated as of the Closing Date pursuant to this Agreement will be calculated as of the Adjustment Calculation Time unless otherwise specified in this Agreement. On the Closing Date, on the terms and subject to the conditions of this AgreementAgreement and the applicable provisions of the DGCL, the parties shall Parties will cause the Merger to be consummated by filing, on the Closing Date or such other date as may be mutually agreed between Buyer and the Sellers’ Representative, Company’s filing of the Certificate of Merger, in substantially the form attached hereto as Exhibit A Merger (the “Certificate of Merger”), ) in substantially the form of Exhibit B hereto with the Secretary of State of the State of Delaware, Delaware as required by, and executed in accordance with, the applicable provisions of the Act DGCL (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Buyer and the Sellers’ Representative and specified in the Certificate of Merger, shall be is referred to herein as the “Effective Time”).

The Closing and the Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of MilbankRopes & Xxxx LLP, Tweed3 Embarcadero Center, Xxxxxx & XxXxxx LLP (“Milbank”)San Francisco California, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, commencing at 10:00 a.m. local time on the third (3rd) second Business Day after following the satisfaction or waiver of all conditions set forth in Article VII of the parties to consummate the transactions contemplated by this Agreement (other than those the conditions which by their terms can only be satisfied with respect to actions the respective parties will take at the ClosingClosing itself, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date, at such other time, or at such other location date as may be is mutually agreed between Buyer agreeable to Purchaser and the Sellers’ Representative; provided, however, that in no event shall Evolent Entities be obligated to consummate the Closing prior to August 1, 2022. The date of the Closing is referred to herein as the “Closing Date.” Upon On the Closing Date, and upon the terms and subject to the conditions of this Agreement, the parties shall cause the Merger to be consummated by filing, on the Closing Date or such other date as may be mutually agreed between Buyer and the Sellers’ Representative, filing the Certificate of Merger (the “Certificate of Merger, ”) in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”)D, with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the Act DGCL (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Buyer Purchaser and the Sellers’ Representative Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

The Closing and the Effective Time. The closing of the Transaction Merger (the “Closing”) shall ), will take place at the offices of MilbankXxxxxxxx & Xxxxx LLP, Tweed, Xxxxxx & XxXxxx LLP (“Milbank”), 00 Xxxxxxx 550 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx XxxxXxxxxxxxx, at 10:00 a.m. local time on the third Xxxxxxxxxx 00000, three (3rd3) Business Day after Days following the satisfaction or waiver of all the conditions to Closing set forth in Article VII Sections 3.1, 3.2 and 3.3 (other than those the conditions which by their terms can only that must be satisfied at the Closing, but subject to the satisfaction ) unless another time or waiver of such conditions at the Closing), or on such other date, at such other time, or at such other location as may be place is mutually agreed between Buyer upon in writing by Purchaser and the Sellers’ RepresentativeCompany. The date of upon which the Closing is occurs shall be referred to herein as the “Closing Date.” Upon On the Closing Date, and upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing, on the Closing Date or such other date as may be mutually agreed between Buyer and the Sellers’ Representative, filing the Certificate of Merger (the “Certificate of Merger, ”) in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”)B, with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the Act DGCL (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Buyer Purchaser and the Sellers’ Representative Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

The Closing and the Effective Time. The closing consummation of the Transaction Blocker Interest Acquisition and the Merger (the “Closing”) shall take place at the offices of MilbankXxxxxxxx & Xxxxx LLP, Tweed, Xxxxxx & XxXxxx LLP (“Milbank”), 00 Xxxxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, commencing at 10:00 a.m. local time on the third (3rd) Business Day after following the satisfaction or waiver of all conditions set forth in Article VII 8 (other than those the conditions which by their terms can only nature are to be satisfied at the Closing, Closing but subject to the satisfaction or waiver of such conditions at the Closingconditions), or on such other date, at such other time, or at such other location place or time or on such other date as may be is mutually agreed between Buyer in writing by Purchaser and the Sellers’ Representative; provided that in no event shall the Closing occur prior to June 26, 2018 (the “Inside Date”). The date of the Closing is referred to herein as the “Closing Date.” Upon At the terms and subject Closing, the Parties shall file a certificate of merger with respect to the conditions of this Agreement, the parties shall cause the Merger to be consummated by filing, on the Closing Date or such other date as may be mutually agreed between Buyer and the Sellers’ Representative, the Certificate of Merger, in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”)) in substantially the form of Exhibit B, with the Secretary of State of the State of Delaware, Delaware as required by, and executed in accordance with, the applicable provisions of the Act DLLCA (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Buyer Purchaser and the Sellers’ Representative Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

The Closing and the Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of MilbankXxxxxxxx & Xxxxx LLP, Tweed, Xxxxxx & XxXxxx LLP (“Milbank”), 00 Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx XxxxXxxxxxxxx, at 10:00 a.m. local time Xxxxxxxxxx, on the third (3rd) second Business Day after following the satisfaction or waiver of all conditions set forth in Article VII of the parties to consummate the transactions contemplated by this Agreement (other than those the conditions which by their terms can only be satisfied with respect to actions the respective parties will take at the ClosingClosing itself, but subject to the satisfaction or waiver of such those conditions at the Closing), or at such other place or on such other date, at such other time, or at such other location date as may be is mutually agreed between Buyer agreeable to Purchaser and the Sellers’ Representative; provided, that notwithstanding the satisfaction or waiver of the conditions set forth in Article 3, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied or waived at the Closing), the Closing shall take place instead on the earlier to occur of (a) any Business Day during the Marketing Period to be specified by Purchaser to the Sellers’ Representative on no less than three (3) Business Days’ written notice to the Sellers’ Representative and (b) one (1) Business Day following the last day of the Marketing Period, but in each case subject to the satisfaction or waiver of the conditions set forth in Article 3. The date of the Closing is referred to herein as the “Closing Date.” Upon On the Closing Date, and upon the terms and subject to the conditions of this Agreement, the parties shall cause the Merger to be consummated by filing, on the Closing Date or such other date as may be mutually agreed between Buyer and the Sellers’ Representative, filing the Certificate of Merger (the “Certificate of Merger, ”) in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”)C, with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the Act DLLCA (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Buyer Purchaser and the Sellers’ Representative Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).