Common use of The Closing; Effective Time Clause in Contracts

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the closing of the Merger (the "CLOSING") shall take place at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 Xxxx 50xx Xxxxet, New Xxxx, Xxx Yoxx 00002, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx which shall be no later than the third business day after the date that all of the closing conditions set forth in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the DGCL (the "CERTIFICATE OF Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING"“Closing”) shall take place at the offices of Olshan Grundman Frome Rosenzweig Xxxxxxx Xxxx & Wolosky Xxxxx LLP, Park Avenue Tower000 Xxxxx Xxxxxx, 65 Xxxx 50xx Xxxxet, New Xxx Xxxx, Xxx Yoxx 00002Xxxx 00000, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx time on a date to be specified by the parties which shall be no later than the third business day after the date that all of the closing conditions set forth in Section 6.1 have been satisfied or waived (if waivable), or, if on such date the closing condition set forth in Sections 6.2 and 6.3 shall not have been satisfied or waived (if waivable), as soon as practicable after all the conditions in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with Section 252 of the DGCL (the "CERTIFICATE OF “Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" “Effective Time” and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE“Closing Date."”

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the closing of the Merger (the "CLOSING") shall take place at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 Xxxx 50xx Xxxxet00 Xaxx 00xx Street, New Xxx Xxxx, Xxx Yoxx 00002Nex Xxxx 10022, at 10:00 a.m. local txxx locxx xxxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx xxxxies which shall be no later than the third business day after the date that all of the closing conditions set forth in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the DGCL (the "CERTIFICATE OF Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING") shall take place (i) at the offices of Olshan Grundman Frome Rosenzweig Fried, Frank, Harris, Xxxxxxx & Wolosky LLPXxxxxxxx, Park Avenue TowerXxx Xxx Xxxx Xxxxx, 65 Xxxx 50xx Xxxxet, New Xxx Xxxx, Xxx Yoxx 00002Xxxx, 00000, at 10:00 a.m. A.M. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx which shall be no later than time, on the third business day after second Business Day following the date that all on which the last to be satisfied or waived of the closing conditions set forth in Article VI have been VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, where permitted, waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or (if waivableii) at such other place, time and/or date as Sabre and Preview shall agree (the date of the Closing, the "CLOSING DATE"), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on On the Closing Date Date, Xxxxxxxxxxx.xxx and Preview shall cause a certificate of merger (the parties "CERTIFICATE OF MERGER") in respect of the Merger to be properly executed and filed with the Secretary of State of the State of Delaware. The Merger shall file become effective at the time at which the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware a certificate or at such later time reflected in the Certificate of merger Merger as shall have been agreed by Sabre and Preview in accordance with the DGCL (the "CERTIFICATE OF Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when that the Merger shall become effective is herein referred to as becomes effective, the "EFFECTIVE TIME" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE)."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING") shall take place at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 Xxxx 50xx Xxxxet00 Xxxt 00xx Xxreet, Xxx Xxxx, New Xxxx, Xxx Yoxx 00002Xxxx 00022, at 10:00 a.m. local txxx locax xxxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx xxxxxxs which shall be no later than the third business day after the date that all of the closing conditions set forth in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the DGCL (the "CERTIFICATE OF MergerMERGER") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previouslyand the transactions herein contemplated shall have been abandoned pursuant to Section 10.01, the closing of the Merger (the "CLOSING") shall take place at (i) 10:00 a.m., New York City time, at the offices of Olshan Grundman Frome Rosenzweig Cahill Gordon & Wolosky LLPReindel, Park Avenue Tower, 65 Xxxx 50xx Xxxxet80 Pine Street, New XxxxYork, Xxx Yoxx 00002New York 10005, at 10:00 a.m. local txxx as xxxxxxxx xx x xracxxxxxxx (xxx xx xxxxx xxxx xx xx xxxxxxxxx xx xxx xxxxxxx which shall be no later than the third business day after xxxxxx Xxxxxxxx Xxy) following the date that all on which the last to be satisfied or waived of the closing conditions set forth in Article VI have been 9 hereof (other than those conditions relating to the filing and effectiveness of the articles of amendment giving effect to the Amendment and other than those other conditions that by their nature cannot be satisfied until the Closing Date, but subject to the satisfaction or, where permitted, waiver of all such conditions) shall be satisfied or waived in accordance with this Agreement or (if waivableii) such other place, time and/or date as the Company and Merger Subsidiary shall agree (the date of the Closing, the "CLOSING DATE"), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to Immediately following the provisions of this AgreementClosing, on the Closing Date the parties hereto shall file articles of merger (the "ARTICLES OF MERGER"), substantially in the form of Exhibit C attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware a certificate of merger South Carolina, in accordance with the DGCL (the "CERTIFICATE OF Merger") such form as is required by, and executed in accordance with the relevant provisions of of, the DGCL SCBCA and shall make all other filings or recordings required under by the DGCL in order to effect the MergerSCBCA. The Merger shall become effective upon at the filing time the Articles of Merger are duly filed with the Secretary of State of the Certificate State of Merger South Carolina or at such other later time as is agreed by the parties hereto shall agree and as shall be specified in the Certificate Articles of Merger. The Merger (the date and time when the Merger shall become becomes effective is herein referred to as being the "EFFECTIVE TIME" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE)."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING"“Closing”) shall take place at the offices of Olshan Grundman Frome Rosenzweig Sxxxxxx Rxxx & Wolosky Zxxxx LLP, Park Avenue Tower900 Xxxxx Xxxxxx, 65 Xxxx 50xx Xxxxet, New Xxx Xxxx, Xxx Yoxx 00002Xxxx 00000, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx time on a date to be specified by the parties which shall be no later than the third business day after the date that all of the closing conditions set forth in Section 6.1 have been satisfied or waived (if waivable), or, if on such date the closing condition set forth in Sections 6.2 and 6.3 shall not have been satisfied or waived (if waivable), as soon as practicable after all the conditions in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with Section 252 of the DGCL (the "CERTIFICATE OF “Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" “Effective Time” and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE“Closing Date."”

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger transactions contemplated by this Agreement (the "CLOSING"“Closing”) shall take place at the offices of Olshan Grundman Frome Rosenzweig & Wolosky The Xxxxxxxxx Group, LLP, Park Avenue Tower000 Xxxx 00xx Xxxxxx, 65 Xxxx 50xx Xxxxet0xx Xxxxx, New Xxx Xxxx, Xxx Yoxx 00002Xxxx 00000, commencing at 10:00 a.m. 11:59 p.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx which shall be no later than time on the third business day after second Business Day following the date that satisfaction or waiver of all conditions to the obligations of the closing Parties to consummate the transactions contemplated hereby (other than conditions set forth in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by with respect to actions the parties hereto. (b) Subject to the provisions of this Agreement, on respective Parties will take at the Closing Date itself) or such other date as the parties Parties may mutually determine (the “Closing Date”). On or as soon as practicable following the Closing, the Operating Company and Merger Sub shall file cause the Merger to be consummated by filing a duly executed certificate of merger with the Secretary of State of the State of Delaware a certificate of merger substantially in accordance with the DGCL form attached hereto as Exhibit E (the "CERTIFICATE OF “Certificate of Merger") executed in accordance with ”), and the relevant provisions of the DGCL and Parties hereto shall make all other filings or recordings required under by the DGCL DLLCA or other applicable Law in order to effect connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger or at such other time as is agreed by duly filed and accepted in accordance with the parties hereto provisions of the DLLCA (the date and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as effective, the "EFFECTIVE TIME" and the date on which the “Effective Time occurs is herein referred to as the "CLOSING DATETime”)."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING") shall take place at the offices of Olshan Grundman Frome Rosenzweig Xxxxxxx Xxxx & Wolosky Xxxxx LLP, Park Avenue Tower000 Xxxxx Xxxxxx, 65 Xxxx 50xx Xxxxet, New Xxx Xxxx, Xxx Yoxx 00002Xxxx 00000, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx time on a date to be specified by the parties which shall be no later than the third business day after the date that all of the closing conditions set forth in Section 6.1 have been satisfied or waived (if waivable), or, if on such date the closing condition set forth in Sections 6.2 and 6.3 shall not have been satisfied or waived (if waivable), as soon as practicable after all the conditions in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with Section 252 of the DGCL (the "CERTIFICATE OF MergerMERGER") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATEDate."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSINGClosing") shall take place at the offices of Olshan Grundman Xxxxxx Xxxxxxxx Frome Rosenzweig Xxxxxxxxxx & Wolosky Xxxxxxx LLP, Park Avenue Tower, 65 00 Xxxx 50xx Xxxxet00xx Xxxxxx, New Xxx Xxxx, Xxx Yoxx 00002Xxxx 00000, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx time on a date to be specified by the parties which shall be no later than the third business day after the date that all of the closing conditions set forth in Article VI have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the DGCL (the "CERTIFICATE OF Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIMEEffective Time" and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATEClosing Date."

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING"“Closing”) shall take place at the offices of Olshan Grundman Frome Rosenzweig & Wolosky Xxxxxxx XxXxxxxxx LLP, Park Avenue Tower, 65 Xxxx 50xx Xxxxet, New Xxxx000 Xxxxx Xxxxx Xxxxxx, Xxx Yoxx 00002Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx time on a date to be specified by Table of Contents the parties which shall be no later than the third business day after the date that all of the closing conditions set forth in Article VI VII have been satisfied or waived (if waivable), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate Nevada articles of merger in accordance with the DGCL NRS (the "CERTIFICATE OF “Articles of Merger"”) executed in accordance with the relevant provisions of the DGCL NRS and shall make all other filings or recordings required under the DGCL NRS in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate Articles of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate Articles of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" “Effective Time” and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE“Closing Date."”

The Closing; Effective Time. (a) Unless this Agreement shall have been terminated previously, the The closing of the Merger (the "CLOSING"“Closing”) shall take place at the offices of Olshan Grundman Frome Rosenzweig Hunton & Wolosky Xxxxxxxx LLP, Park Avenue Tower0000 Xxxx Xxxxxx, 65 Xxxx 50xx XxxxetSuite 3700, New XxxxDallas, Xxx Yoxx 00002Texas 75202, at 10:00 a.m. local txxx xx x xxxx xx xx xxxxxxxxx xx xxx xxxxxxx time on a date to be specified by the parties, which date shall be no later than the third business day second (2nd) Business Day after the date that all of the closing conditions set forth in Article VI to each party’s obligations to effect the Merger have been satisfied or waived (if waivable) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time, date or place is agreed upon in writing by the parties hereto. (b) Subject to the provisions of this Agreement, on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the DGCL (the "CERTIFICATE OF “Certificate of Merger"”) executed and acknowledged in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "EFFECTIVE TIME" “Effective Time” and the date on which the Effective Time occurs is herein referred to as the "CLOSING DATE“Closing Date”."