The Mergers Closing Sample Clauses
The "THE MERGERS; CLOSING" clause defines the procedures and requirements for finalizing a merger transaction between parties. It typically outlines the steps that must be completed before the merger can be officially closed, such as obtaining regulatory approvals, satisfying closing conditions, and exchanging necessary documents. This clause ensures that both parties understand the sequence of events leading to the legal combination of entities, thereby providing a clear roadmap for completing the merger and minimizing the risk of misunderstandings or delays.
The Mergers Closing. (a) The closing of the Merger (the “Closing”) shall take place as soon as reasonably practicable, but in any event no later than three (3) Business Days, after the date the conditions set forth in Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”
(b) At the Closing, the Merger shall be consummated in accordance with this Agreement and the DGCL and evidenced by a certificate of merger filed by the Company (the “Certificate of Merger”), with the Merger to be consummated immediately upon filing of the Certificate of Merger or at such later time as may be agreed by Acquiror and the Company in writing and specified in the Certificate of Merger (the “Effective Time”). At the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Corporation (and references herein to the Company for periods after the Effective Time shall include the Surviving Corporation).
(c) At the Closing, Acquiror shall cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement in connection with the Closing to be so delivered and shall cause the Trustee, at the Closing, to (i) pay as and when due all amounts payable for the Acquiror Share Redemptions and (ii) pay all amounts then available in the Trust Account in accordance with this Agreement and the Trust Agreement, including the transfer of the Primary Capital Wire Amount to PubCo from the Trust Account (to the extent the Primary Capital Wire Amount shall be paid in whole or in part from the Trust Account). Thereafter, the Trust Account shall terminate.
The Mergers Closing. 2 2.1. The Mergers.....................................................2 2.2.
The Mergers Closing. Domestication; The Mergers 27 Section 2.2. Effects of the Mergers 29 Section 2.3. Closing; Effective Time 30 Section 2.4. Closing Deliverables 31 Section 2.5. Governing Documents 32 Section 2.6. Directors and Officers 33 Section 2.7. Intended Tax Treatment 33 Section 3.1. Conversion of Securities 34 Section 3.2. Exchange Procedures 35 Section 3.3. Treatment of Company Options, Profits Interests and Restricted Interests 36 Section 3.4. Earnout 38 Section 3.5. Withholding 42 Section 4.1. Company Organization 42 Section 4.2. Subsidiaries 43 Section 4.3. Due Authorization 43 Section 4.4. No Conflict 44 Section 4.5. Governmental Authorities; Consents 44 Section 4.6. Capitalization of the Company 45 Section 4.7. Capitalization of Subsidiaries 46 Section 4.8. Financial Statements 46 Section 4.9. Undisclosed Liabilities 47 Section 4.10. Litigation and Proceedings 47 Section 4.11. Legal Compliance 48 Section 4.12. Contracts; No Defaults 48 Section 4.13. Company Benefit Plans 51 Section 4.14. Labor Relations; Employees 52 Section 4.15. Taxes 54 Section 4.16. Brokers’ Fees 56 Section 4.17. Insurance 56 Section 4.18. Licenses 57 Section 4.19. Equipment and Other Tangible Property 57 Section 4.20. Real Property 57 Section 4.21. Intellectual Property 58 Section 4.22. Privacy and Cybersecurity 60 Section 4.23. Environmental Matters 61 Section 4.24. Absence of Changes 61 Section 4.25. Anti-Corruption Compliance 62 Section 4.26. Sanctions and International Trade Compliance 62 Section 4.27. Information Supplied 62 Section 4.28. Vendors 63 Section 4.29. Government Contracts 63 Section 4.30. Sufficiency of Assets 64 Section 4.31. Compliance with Aviation Laws 65 Section 4.32. No Additional Representation or Warranties 66 Section 5.1. Blocker Organization 66 Section 5.2. Due Authorization 67 Section 5.3. No Conflict 67 Section 5.4. Governmental Authorities; Consent 68 Section 5.5. Capitalization 68 Section 5.6. No Operations 68 Section 5.7. Litigation and Proceedings 69 Section 5.8. Legal Compliance 69 Section 5.9. Brokers’ Fees 69 Section 5.10. Foreign Status 69 Section 5.11. Taxes 69 Section 5.12. No Additional Representation or Warranties 71 Section 6.1. Company Organization 72 Section 6.2. Due Authorization 72 Section 6.3. No Conflict 74 Section 6.4. Litigation and Proceedings 74 Section 6.5. SEC Filings 74 Section 6.6. Internal Controls; Listing; Financial Statements 75 Section 6.7. Governmental Authorities; Consents 76 Section 6.8. Trust Account 76 Section 6.9. Investmen...
The Mergers Closing. 2 2.1. The Mergers. 2 2.2. Directors and Officers. 3 2.3. Certificate of Incorporation and Bylaws. 3
The Mergers Closing