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 at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, on the second 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, but subject to the satisfaction or waiver of those conditions at the Closing), or at such other place or on such other date as is mutually 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.” 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 the Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit C, with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the 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 Purchaser and the 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 transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxxxx & Xxxxx Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx, commencing at 10:00 a.m. local time on the latest of (x) the second 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, but subject to the satisfaction or waiver of those conditions at the Closing), or at such other place or on such other date as is mutually agreeable to Purchaser (y) June 29, 2015 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 z) the earlier to occur of (ai) the next Business Day after the final day of the Marketing Period and (ii) 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 Representative, or at such other place or on such other date as is mutually agreeable to Purchaser and (b) one (1) Business Day following the last day of Sellers’ Representative; provided, that the Marketing Period, but in each case subject to the satisfaction or waiver of the conditions date set forth in Article 3clause (y) above shall be extended to July 1, 2015 if, prior to such date, the Purchaser confirms in writing to the Company that it is working in good faith to obtain the Debt Financing and consummate the transactions contemplated hereby on the terms hereof. The date of the Closing is 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 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 C, with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the DLLCA 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”).

The Closing and the Effective Time. The closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxx LLPLLP in San Francisco, 000 Xxxxxxxxxx XxxxxxCalifornia, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, on the second one Business Day following the satisfaction (or waiver of all conditions by the party entitled to the benefit thereof) of the parties conditions to consummate the transactions contemplated by this Agreement Closing set forth in Sections 2 and 3 (other than the conditions with respect to actions that must be satisfied (or waived by the respective parties will take at the Closing itself, but subject party entitled to the satisfaction or waiver of those conditions benefit thereof) at the Closing), or at such other place or on such other date as is mutually agreeable to Purchaser and the Sellers’ Representative; provided, that notwithstanding however, that, subject to the satisfaction immediately following sentence, the Closing shall not occur prior to the thirtieth (30th) day following the date on which this Agreement is executed without Parent’s written consent, unless another time or waiver of place is mutually agreed upon in writing by Parent and the conditions set forth Company. Notwithstanding the immediately preceding sentence, in Article 3, if the Marketing Period event the Closing has not ended at occurred on or prior to October 28, 2016 (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“Target Date”), 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 satisfaction (or waiver by the Marketing Period, but in each case subject Party entitled to the satisfaction or waiver benefit thereof) at any time subsequent to the Target Date of the conditions to Closing set forth in Article 3Sections 2 and 3 (other than the conditions that must be satisfied (or waived by the party entitled to the benefit thereof) at the Closing). The date of upon which the Closing is 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 Parties 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 CB, with the Secretary of State of the State of Delaware, as required by, by and executed in accordance with, with the applicable provisions of the DLLCA 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 Parent and the 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 transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxx Xxx., Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, XX commencing at 10:00 a.m. local time on the second Business Day following the satisfaction or waiver of all conditions of the parties to each Party’s obligation to consummate the transactions contemplated by this Agreement (other than the conditions with respect which by their nature are to actions the respective parties will take at the Closing itself, but subject to the satisfaction or waiver of those conditions be satisfied at the Closing), or at such other place place, by such other method (including, without limitation, by way of electronic exchange of signature pages and deliveries) or on such other date as is mutually agreeable agreed to in writing by Purchaser and the Sellers’ Representative; provided, however, 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 the conditions set forth in Section 8.1 and Section 8.2 (other than those the conditions that which by their nature are to be satisfied at Closing, but subject to the satisfaction or waived waiver of those conditions at the Closingsuch time), the Closing shall take place instead occur on the earlier to occur of (ai) any Business Day the date 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 Company and XX Xxxxxxx, and (bii) one (1) the Business Day immediately following the last final day of the Marketing Period (as it may be extended pursuant to the definition of “Marketing Period, but ”) (subject in each case subject of clauses (i) and (ii) to the satisfaction or waiver of the conditions set forth in Article 3Section 8.1 and Section 8.2 (other than those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time) as of the date determined pursuant to this proviso). The date of the Closing is referred to herein as the “Closing Date.” All matters to be calculated as of the Closing Date pursuant to this Agreement shall be calculated as of the Determination Time. On the Closing Date, and upon on the terms and subject to the conditions of set forth in this Agreement, the parties Parties 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 CA, with the Secretary of State of the State of Delaware, Delaware as required by, and executed in accordance with, the applicable provisions of the DLLCA (the time of such filing with with, and acceptance by, 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”).