Common use of The Effective Time Clause in Contracts

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the time and day of such filing and acceptance by the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Shockwave Medical, Inc.), Merger Agreement (Johnson & Johnson), Merger Agreement (Abiomed Inc)

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The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, and shall take such further actions as may be required to make the Merger effectiveeffective on the Closing Date. The Merger shall become effective at the time and day of such the filing and acceptance by of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Xxxxxx, Merger Sub Parent and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Cerevel Therapeutics Holdings, Inc.), Merger Agreement (Reata Pharmaceuticals Inc), Merger Agreement (Biogen Inc.)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall (a) cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the applicable provisions of the DGCL (the “Certificate of Merger”) ), to be filed with the Secretary of State of the State of Delaware and shall (b) take such further actions as may be required all other necessary action to make the Merger effective. The Merger shall become effective on such date and at such time as the time and day Certificate of such filing and acceptance by Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time and day date as may be agreed in writing by XxxxxxParent, Merger Sub and the Company and specified in the Certificate of Merger in accordance with the DGCL (such time and date being referred to herein as the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement (Endo, Inc.), Merger Agreement (Biospecifics Technologies Corp), Merger Agreement (Endo International PLC)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the time and day of such filing and acceptance by the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Ambrx Biopharma, Inc.), Merger Agreement (Ambrx Biopharma, Inc.)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, and shall take such further actions as may be required to make the Merger effectiveeffective on the Closing Date. The Merger shall become effective at the time and day of such the filing and acceptance by of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Nextgen Healthcare, Inc.)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, and shall take such further actions as may be required to make the Merger effectiveeffective on the Closing Date. The Merger shall become effective at the time and day of such the filing and acceptance by of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Xxxxxx, Merger Sub Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Icosavax, Inc.)

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The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the time and day date of such filing and acceptance by the Secretary of State of the State of Delaware, or such later time and day date as may be agreed in writing by Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger in accordance with the DGCL (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Vector Group LTD)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the time and day of such filing and acceptance by with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by XxxxxxParent, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Momenta Pharmaceuticals Inc)

The Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable on the Closing Datedate of the closing under the Acquisition Agreement dated March 9, Parent1998 among, Merger Sub inter alia, Parent and Company, the Company parties shall cause the Merger to be consummated under the DGCL by filing a certificate of merger or other appropriate documents (in any such form as required bycase, and the "Certificate of Merger") executed in accordance with, with the relevant provisions of the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and shall take such further actions as may be make all other filings or recordings required to make under the Merger effectiveDGCL. The Merger merger shall become effective at such time as the time and day Certificate of such filing and acceptance by Merger is duly filed with the Secretary of State of the State of Delaware, or at such later subsequent date or time and day as may be agreed in writing by XxxxxxParent, Merger Sub and the Company shall agree and specified specify in the Certificate of Merger (such the time and date the Merger becomes effective being hereinafter referred to herein as the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Dunn Computer Corp)

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