Closing Merger Clause Samples

Closing Merger. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Company shall deliver or cause to be delivered to Parent and Merger Sub the following documents and/or shall take the following actions: (i) Certificates evidencing all of the Target Shares; (ii) Any agreements between the Target Shareholders and the Company relating to the Target Shares; (iii) The officer's certificate described in Section 6.2(c); (iv) An incumbency certificate signed by all of the executive officers of the Company dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that the Company is in good standing under the laws of the State of Nevada; (vi) Articles of incorporation of the Company certified by the Secretary of State of the State of Nevada at or about the Closing Date and bylaws of the Company certified by the Secretary of the Company at or about the Closing Date; (vii) Resolutions of the board of directors and shareholders of the Company dated at or about the Closing Date authorizing the Merger, certified by the Secretary of the Company; and (viii) The investment letters described in Section 5.11. (b) Parent and Merger Sub shall deliver or cause to be delivered to the Company the following documents and shall take the following actions: (i) Certificates evidencing all of the Parent Shares; (ii) The officer's certificates described in Section 6.1(c); (iii) An incumbency certificate signed by all of the executive officers of Parent dated at or about the Closing Date; (iv) An incumbency certificate signed by all of the executive officers of Merger Sub dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that Merger Sub is in good standing under the laws of said state; (vi) Articles of incorporation of Parent certified by the Secretary of State of the State of Nevada at or about the Closing Date and the bylaws of Parent certified by the Secretary of Parent at or about the Closing Date; (vii) Articles of incorporation of Merger Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and bylaws of Merger Sub certified by the Secretary of Merger Sub at or about the Closing Date; (viii) Resolutions of the board of directors of Parent dated a...
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Closing Merger. Evidence of the merger of the borrower under the Warehouse Facility into the Issuer on the Closing Date and the documents related thereto. The Issuer hereby directs the Trustee to execute and deliver to the Issuer any instrument evidencing its written consent to such merger.
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Closing Merger. Subject to the other provisions of this Agreement, the closing of the transactions contemplated under this Agreement (the "Closing") will be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other location as the parties mutually agree upon), on such date as the parties mutually agree upon (but in any event no later than the sixth business day) after satisfaction or waiver of the conditions set forth in Sections 10 through 12 hereof (the date on which the Closing actually occurs is hereinafter referred to as the "Closing Date"). On the Closing Date, Merger Sub and the Company will execute a Certificate of Merger, substantially in the form of the attached Exhibit G (the "Merger Certificate"), and will file it with the Delaware Secretary of State in order to cause the Merger to be effected in accordance with the laws of the State of Delaware. The Merger will be effective upon the filing of the Merger Certificate (the "Effective Time"). For all purposes, all of the document deliveries and other actions to occur at the Closing will be conclusively presumed to have occurred at the same time, immediately before the Effective Time.
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Closing Merger. (i) Immediately after giving effect to the Closing Equity Contribution upon the terms and subject to the conditions set forth in this Section 2.1, and in accordance with the Delaware General Corporation Law (“DGCL”) and the Delaware Limited Liability Company Act, Dory US Merger Sub shall merge with and into HYAC (the “Closing Merger”) at the Merger Effective Time. Following the Merger Effective Time, the separate existence of Dory US Merger Sub shall cease and HYAC shall continue as the surviving entity of the Closing Merger (the “Surviving Entity”) and shall succeed to and assume all the rights and obligations of Dory US Merger Sub in accordance with DGCL and the Delaware Limited Liability Company Act. (ii) HYAC and Dory US Merger Sub shall cause a certificate of merger in a form in accordance with relevant provisions of the DGCL and the Delaware Limited Liability Company Act and reasonably satisfactory to HYAC and the Seller Representative (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware immediately after giving effect to the Closing Equity Contribution. The Closing Merger shall become effective at the time that the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and time as specified in the Certificate of Merger (the time the Closing Merger becomes effective being referred to herein as the “Merger Effective Time”). (iii) The Closing Merger shall have the effects set forth in Section 251 of the DGCL and Section 18-203 of the Delaware Limited Liability Company Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, powers and franchises of HYAC and Dory US Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of HYAC and Dory US Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity. (iv) At the Merger Effective Time (A) the certificate of incorporation in the form attached hereto as Exhibit Q shall become the certificate of incorporation of the Surviving Entity (the “Surviving Entity Certificate of Incorporation”) and (B) the bylaws in the form attached hereto as Exhibit R shall become the bylaws of the Surviving Entity (the “Surviving Entity Bylaws”), in each case, until thereafter changed or a...
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Closing Merger. Consideration Certificate Section 1.6 Closing Tax Benefit Section 1.6 Code Section 2.19 Common Equivalent Shares Section 1.10 Common Stock Section 1.6 Company Preamble Company Charter Documents Section 2.1 Company Intellectual Property Section 2.12 Company Material Adverse Effect Section 2.5 Company Securities Section 1.6 Credit Fees Section 1.6 Cut-Off Date Section 6.1
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Closing Merger 
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Related to Closing Merger

  • 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, ▇▇▇▇▇▇▇ & ▇▇▇▇ 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) A certificate or certificates representing each Stockholder's allocable portion of the Series C Stock comprising the Merger Consideration; (ii) A certificate 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: (A) the Acquiror Financing has been consummated, Acquiror has received at least 87% of the gross of such financing; and (B) Net Cash On Hand (as defined herein) shall be at least $1,885,000 less any amounts advanced to Boxing or CKP with respect to the Bridge Loan; (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 except as set forth on Schedule 4.2(o); (v) Acquiror shall pay the Severance Payments (as defined herein); and (vi) Such other documents and agreements as reasonably requested by Boxing or the Stockholders to effectively consummate the transactions contemplated under this Agreement.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.