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

The Closing and the Effective Time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely, via the exchange of documents, signatures and deliveries effective as of 12:01 a.m. Eastern time on the fifth (5th) Business Day following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions with respect to actions the respective parties will take at the Closing itself), or at such other place or on such other date as is mutually agreeable to Purchaser and the Company. 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 on the Closing Date by filing the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit D, with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the 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 Purchaser and the Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Signet Jewelers LTD)

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The Closing and the Effective Time. The closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place remotelyat the offices of Xxxxxxxxx Xxxxxxx, via the exchange of documentsLLP, signatures and deliveries effective as of 12:01 a.m. Eastern time 00 Xxxx Xxxxxx Xxxxx, Suite 2500, Chicago, Illinois 60601 on the fifth date that is three (5th3) Business Day Days following the satisfaction or waiver of all the conditions of the parties to consummate the transactions contemplated by this Agreement Closing set forth in Article III (other than the conditions with respect to actions the respective parties will take that must be satisfied at the Closing itself), Closing) unless another time or at such other place or on such other date as is mutually agreeable to Purchaser agreed upon in writing by Buyer and the Company. 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 on the Closing Date by filing the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit D, C with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, with the applicable provisions of the 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 Purchaser Buyer and the Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (SCG Financial Acquisition Corp.)

The Closing and the Effective Time. The Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place remotelyas promptly as practicable, via the exchange of documents, signatures and deliveries effective as of 12:01 a.m. Eastern time on the fifth but no later than two (5th2) Business Day Days following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions with respect to actions the respective parties will take set forth in Article VI, at the Closing itself)offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, unless another time or at such other place or on such other date as is mutually agreeable to Purchaser agreed upon in writing by Parent and the Company. The date of upon which the Closing is occurs shall be referred to herein as the “Closing Date”. Upon .” On the Closing Date, upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated on the Closing Date by filing the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit DA, with the Secretary of State of the State of DelawareDelaware (the “Certificate of Merger”), as required by, by and executed in accordance with, with the applicable provisions of the DGCL Delaware Law (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 Purchaser Parent and the Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Pegasystems Inc)

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The Closing and the Effective Time. The Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place remotelyas promptly as practicable, via the exchange of documents, signatures and deliveries effective as of 12:01 a.m. Eastern time on the fifth but no later than two (5th2) Business Day Days following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions with respect to actions the respective parties will take set forth in ARTICLE VI, at the Closing itself)offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, unless another time or at such other place or on such other date as is mutually agreeable to Purchaser agreed upon in writing by Parent and the Company. 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 on the Closing Date by filing the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit DC, with the Secretary of State of the State of DelawareDelaware (the “Certificate of Merger”), as required by, by and executed in accordance with, with the applicable provisions of the DGCL Delaware Law (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 Purchaser Parent and the Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Altiris Inc)

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