The Mergers Closing Sample Clauses

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.
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The Mergers Closing. 2 2.1. The Mergers.....................................................2 2.2.
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The Mergers Closing. 2 2.1. The Mergers. 2 2.2. Directors and Officers. 3 2.3. Certificate of Incorporation and Bylaws. 3
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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...
Sample 1
The Mergers Closing 
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Related to The Mergers Closing

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Merger Closing At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) Boxing shall deliver, or cause to be delivered, to the Acquiror and Newco, the following documents and shall take the following actions: (i) A certificate of the President and Secretary of Boxing certifying to the continuing validity in all respects of the certificates delivered pursuant to Section 2.2(a)(i), (ii), (iii), (iv) and (v) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (ii) Boxing shall cause to be filed with the Secretary of State of the State of Delaware the Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; and (iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the transactions contemplated under this Agreement. (b) Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the Stockholders, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to each of the Stockholders a certificate or certificates representing such Stockholder's allocable portion of the Preferred Merger Shares and the Merger Warrant in payment of the Merger Consideration; (ii) A certificate shall be executed by an authorized officer of Acquiror certifying to the continuing validity in all respects of the certificates delivered pursuant to Section 2.2(b)(iii), (iv), (v), (vi), (vii), (viii) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (iii) A certificate shall be executed by an authorized officer of Acquiror attesting to the fact that the Second Acquiror Financing has been consummated, Acquiror has received the proceeds of such financing and cash on hand is equal to or exceeds $1,575,000; (iv) Each of the officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons; and (v) Such other documents and agreements as reasonably requested by Boxing or the Stockholders to effectively consummate the transactions contemplated under this Agreement.

  • The Mergers (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • First Closing The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Share Lending Agreement shall have been entered into with respect to the lending of 600,000 freely tradeable Common Shares; (i) before the First Closing Date, 600,000 freely tradeable Common Shares have been delivered to the Investor pursuant to the Share Lending Agreement; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by the Corporation certifying (i) constating documents, (ii) authorizing board resolutions, (iii) incumbency, and (iv) that the condition in 3.1

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.