The Closing; Effective Time. (a) The closing of the Merger (the "Closing") shall take place at the offices of Skadden, Arps, Slate Meagxxx & Xlom XXX, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 a.m. local 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) The Merger shall become effective at the time of the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the MBCA and the DGCL or at such later time as may be specified in the Articles of Merger and 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."
Appears in 3 contracts
Samples: Merger Agreement (Rainforest Cafe Inc), Merger Agreement (Schussler Steven W), Merger Agreement (Berman Lyle)
The Closing; Effective Time. (a) The Unless this Agreement shall have been terminated previously, the closing of the Merger (the "“Closing"”) shall take place at the offices of SkaddenRopes & Xxxx LLP, ArpsXxx Xxxxxxxxxxxxx Xxxxx, Slate Meagxxx & Xlom XXX, Four Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxxxxxx, Xxx Xxxx 00000, xx at 10:00 a.m. local 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 hereof have been satisfied or waived (if waivable) ), unless another time, date or place is agreed upon in writing by the parties hereto.
(b) The Merger Subject to the provisions of this Agreement, on the Closing Date the parties shall become effective at the time of the filing of the Articles of Merger file with the Secretary of State of the State Commonwealth of Minnesota and the Certificate Massachusetts articles of Merger with the Secretary of State of the State of Delaware merger in accordance with the applicable provisions MBCA (the “Merger Certificate”) and shall make all other filings or recordings required under the MBCA in order to effect the Merger. The Merger shall become effective upon the filing of the MBCA and the DGCL Merger Certificate or at such later other time as may be is agreed by the parties hereto and specified in the Articles of Merger and Certificate of MergerCertificate. 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."”
Appears in 2 contracts
Samples: Merger Agreement (International Electronics Inc), Merger Agreement (Linear LLC)
The Closing; Effective Time. (a) The closing of the Merger (the "“Closing"”) shall take place at the offices of SkaddenXxxxxxx XxXxxxxxx LLP, Arps, Slate Meagxxx & Xlom XXX, Four Xxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 10:00 a.m. local 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) The Merger Subject to the provisions of this Agreement, on the Closing Date the parties shall become effective at the time of the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and the Certificate of Merger file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the applicable DGCL (the “Certificate of Merger”) executed in accordance with the relevant provisions of the MBCA 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 later other time as may be is agreed by the parties hereto and specified in the Articles of Merger and 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."”
Appears in 2 contracts
Samples: Merger Agreement (Fox Acquisition Co), Agreement and Plan of Merger (Fox Acquisition Co)
The Closing; Effective Time. (a) The closing of the Merger (the "Closing") shall take place at the offices of SkaddenXxxxxxx XxXxxxxxx LLP, Arps, Slate Meagxxx & Xlom XXX, Four Xxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 10:00 a.m. local 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) The Merger Subject to the provisions of this Agreement, on the Closing Date the parties shall become effective at the time of the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and the Certificate of Merger file with the Secretary of State of the State of Delaware a certificate of merger in accordance with the applicable DGCL (the "Certificate of Merger") executed in accordance with the relevant provisions of the MBCA 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 later other time as may be is agreed by the parties hereto and specified in the Articles of Merger and 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."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fox & Hound Restaurant Group), Merger Agreement (Fox & Hound Restaurant Group)
The Closing; Effective Time. (a) The closing of the Merger (the "Closing") shall take place at the offices of Skadden, Arps, Slate Meagxxx Xxxxxxx & Xlom XXXXxxx LLP, Four Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 10:00 a.m. local 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) The Merger shall become effective at the time of the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the MBCA and the DGCL or at such later time as may be specified in the Articles of Merger and 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."
Appears in 2 contracts
Samples: Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (Landrys Seafood Restaurants Inc)