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

The Closing and the Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the Merger (the “Closing”) will take place as promptly as practicable, but no later than two (2) Business Days following satisfaction or waiver of the conditions set forth in Article VI, at the offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing occurs shall be referred to herein as the “Closing Date.” 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 by filing the Certificate of Merger in substantially the form attached hereto as Exhibit A, with the Secretary of State of the State of Delaware (the “Certificate of Merger”), as required by and executed in accordance with the applicable provisions of 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 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: Agreement and Plan of Merger (Pegasystems Inc)

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The Closing and the Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the The closing of the Merger (the “Closing”) will take place as promptly as practicableat the offices of Xxxxxxxxx Xxxxxxx, but no later than two LLP, 00 Xxxx Xxxxxx Xxxxx, Suite 2500, Chicago, Illinois 60601 on the date that is three (23) Business Days following the satisfaction or waiver of the conditions to Closing set forth in Article VI, III (other than the conditions that must be satisfied at the offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, Closing) unless another time or place is mutually agreed upon in writing by Parent Buyer and the Company. The date upon which the Closing occurs shall be referred to herein as the “Closing Date.” 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 the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit A, C with the Secretary of State of the State of Delaware (the “Certificate of Merger”)Delaware, as required by and executed in accordance with the applicable provisions of Delaware Law 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 Parent 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: Agreement and Plan of Merger (SCG Financial Acquisition Corp.)

The Closing and the Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the Merger (the “Closing”) will take place as promptly as practicable, but no later than two (2) Business Days following satisfaction or waiver of the conditions set forth in Article ARTICLE VI, at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 0000 Xxxx & Xxxxxxx LLPXxxxxxxxxx Xxxxxxx, Xxx Xxxxxxxxxxxxx XxxxxXxxxx 000, XxxxxxXxxx Xxxx Xxxx, Xxxxxxxxxxxxx, Xxxx 00000, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing occurs shall be referred to herein as the “Closing Date.” 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 the Certificate of Merger in substantially the form attached hereto as Exhibit AC, with the Secretary of State of the State of Delaware (the “Certificate of Merger”), as required by and executed in accordance with the applicable provisions of 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 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: Agreement and Plan of Merger (Altiris Inc)

The Closing and the Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the The closing of the Merger transactions contemplated by this Agreement (the “Closing”) will shall take place remotely, via the exchange of documents, signatures and deliveries effective as promptly as practicable, but no later than two of 12:01 a.m. Eastern time on the fifth (25th) Business Days Day following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions set forth in Article VI, with respect to actions the respective parties will take at the offices of XxxxxxClosing itself), 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 agreed upon in writing by Parent agreeable to Purchaser and the Company. The date upon which of the Closing occurs shall be is referred to herein as the “Closing Date.” On the Closing Date, upon ”. 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 AD, with the Secretary of State of the State of Delaware (the “Certificate of Merger”)Delaware, as required by by, and executed in accordance with with, the applicable provisions of Delaware Law 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 Parent 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: Agreement and Plan of Merger (Signet Jewelers LTD)

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The Closing and the Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the The closing of the Merger (the “Closing”) ), will take place as promptly as practicableat the offices of Xxxxxxxx & Xxxxx LLP, but no later than two 550 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, three (23) Business Days following the satisfaction or waiver of the conditions to Closing set forth in Article VISections 3.1, 3.2 and 3.3 (other than the conditions that must be satisfied at the offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, Closing) unless another time or place is mutually agreed upon in writing by Parent Purchaser and the Company. The date upon which the Closing occurs shall be referred to herein as the “Closing Date.” 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 the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit AB, with the Secretary of State of the State of Delaware (the “Certificate of Merger”)Delaware, as required by by, and executed in accordance with with, the applicable provisions of Delaware Law 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 Parent 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: Agreement and Plan of Merger (Nordson Corp)

The Closing and the Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the The closing of the Merger transactions contemplated by this Agreement (the “Closing”) will shall take place as promptly as practicable, but no later than two on the date hereof (2) Business Days following satisfaction or waiver of the conditions set forth in Article VI, at the offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing occurs shall be referred to herein as the “Closing Date.” ”). The Closing shall take place via electronic exchange of facsimile or .pdf signature pages, or by such other means as is mutually agreed in writing (e-mail being sufficient) between Parent and the Representative. All proceedings to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed simultaneously as of the Effective Time and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. 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 the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit AC, with the Secretary Department of State of the State of Delaware (the “Certificate of Merger”)New York, as required by by, and executed in accordance with with, the applicable provisions of Delaware Law the NYBCL (the time of such filing with the Secretary Department of State of the State of DelawareNew York, or such later time as may be agreed upon in writing by 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: Agreement and Plan of Merger (Mitek Systems Inc)

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