Merger Closing definition
Examples of Merger Closing in a sentence
Each of Parent and Merger Sub acknowledges that, should the Merger Closing occur, Parent and Merger Sub shall acquire the Company without any representation or warranty as to merchantability or fitness for any particular purpose of its assets, on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV of this Agreement; provided, however, that nothing in this Section 5.15 is intended to limit or modify the representations and warranties contained in Article IV.
Unless the applicable Facility Agent has otherwise waived or modified any notice requirements under the applicable Facility Agreement, the Company, at the request of Parent made no later than ten (10) Business Days prior to the Merger Closing Date, will provide the advance notice required under each Facility Agreement in connection with the foregoing.
On the Merger Closing Date, the parties shall cause the Articles of Merger to be duly executed and filed with the Secretary of State, in such form as required by, and executed in accordance with, IBCL 23-1-40-5 and the parties shall deliver and tender, or cause to be delivered or tendered, as applicable, any Taxes and fees and make all other filings or recordings required under the IBCL in connection with such filing of the Articles of Merger and the Merger.
Prior to the Merger Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts, in accordance with applicable Laws and rules and regulations of the NYSE, to facilitate the commencement of the delisting by the Surviving Corporation of the Company Common Stock from the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.