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.”
The Mergers Closing. 17 Section 2.1. The Mergers. 17 Section 2.2. Closing. 17 Section 2.3. Effective Times. 17 Section 2.4. Closing Deliverables. 18 Section 2.5. Transaction Consideration Schedule. 19 Section 2.6. Governing Documents. 19 Section 2.7. Directors and Officers. 19 Article III EFFECTS OF THE MERGERS; CONSIDERATION. 20 Section 3.1. Effects of the Mergers. 20 Section 3.2. Conversion of Securities. 20 Section 3.3. Exchange Procedures. 22 Section 3.4. Dissenters Rights. 24 Section 3.5. Withholding. 24 Article IV REPRESENTATIONS AND WARRANTIES OF THE Company. 24 Section 4.1. Company Organization. 24 Section 4.2. Subsidiaries. 24 Section 4.3. Due Authorization. 25 Section 4.4. No Conflict. 25 Section 4.5. Governmental Authorities; Consents. 26 Section 4.6. Capitalization. 26 Section 4.7. Capitalization of Subsidiaries. 27 Section 4.8. SEC Filings. 27 Section 4.9. Financial Statements. 28 Section 4.10. Undisclosed Liabilities. 29 Section 4.11. Litigation and Proceedings. 29 Section 4.12. Legal Compliance. 29 Section 4.13. Contracts; No Defaults. 29 Section 4.14. Company Benefit Plans. 31 Section 4.15. Labor Relations; Employees. 32 Section 4.16. Taxes. 32 Section 4.17. Insurance. 34 Section 4.18. Licenses. 34 Section 4.19. Equipment and Other Tangible Property. 35 Section 4.20. Real Property. 35 Section 4.21. Intellectual Property. 36 Section 4.22. Environmental Matters. 38 Section 4.23. Absence of Changes. 39 Section 4.24. Anti-Corruption Compliance. 39 Section 4.25. [Reserved]. 39 Section 4.26. Information Supplied. 39 Section 4.27. Transactions with Affiliates. 39 Section 4.28. MIT Merger Agreement. 40 Section 4.29. Opinion of Financial Advisor. 40 Section 4.30. State Takeover Laws. 40 Section 4.31. Brokers’ Fees. 40 Section 4.32. No Additional Representation or Warranties; No Reliance. 40
The Mergers Closing. Section 2.1
The Mergers Closing. 16 Section 3.01 The Mergers. 16 Section 3.02 Closing. 16 Section 3.03 Effective Time. 17 Section 3.04 Effect of the Mergers. 17 Section 3.05 Governing Documents. 18 Section 3.06 Sole Director of the Surviving Entity/Company. 18 Section 3.07 Effect of Mergers on Share Capital 18 Section 3.08 Withholding Rights. 21
The Mergers Closing. 2 2.1. The Mergers.....................................................2 2.2.
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
