Common use of Closing Merger Effective Date Clause in Contracts

Closing Merger Effective Date. Within two business days following the date on which the price of the shares of USFLORAL Stock in the IPO described in Section 9.5 shall have been determined, the parties shall take all actions necessary to effect the Merger (including the filing of the Articles of Merger which shall become effective on the Merger Effective Date) and to effect the conversion and delivery of shares referred to in Section 3 hereof (hereinafter referred to as the "Closing"); provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares referred to in Section 3 hereof, which actions shall only be taken on the Merger Effective Date as herein provided. The Closing shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 5300 First Union Financial Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇. The date on which the Closing shall occur shall be referred to as the "Closing Date." Concurrently with the closing in respect of the IPO, the Merger shall become effective and all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of a check or checks in an amount equal to the cash which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof, shall occur and be deemed to be completed. The date on which the Merger is effected shall be referred to as the "Merger Effective Date." During the period from the Closing Date to the Merger Effective Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the initial public offering of USFLORAL Stock is terminated pursuant to the terms of such agreement. This Agreement shall in any event terminate if the Merger Effective Date has not occurred within 10 business days of the Closing Date.

Closing Merger Effective Date. Within two business days following the date on which the price of the shares of USFLORAL Stock in the IPO initial public offering of USFLORAL Stock described in Section 9.5 shall have been determined, the parties shall take all actions necessary to effect the Merger (including the filing with the appropriate state authorities of the Articles of Merger Merger, which shall become effective on the Merger Effective Date) and to effect the conversion and delivery of shares referred to in Section 3 hereof (hereinafter referred to as the "Closing"); provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares referred to in Section 3 hereof, which actions shall only be taken on the Merger Effective Date as herein provided. The Closing shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 5300 First Union Financial Center, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇. The date on which the Closing shall occur shall be referred to as the "Closing Date." Concurrently with the closing in respect of the IPOinitial public offering of USFLORAL Stock, the Merger shall become effective and all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of a check or checks in an amount equal to the cash which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof, shall occur and be deemed to be completed. The date on which the Merger is effected shall be referred to as the "Merger Effective Date." During the period from the Closing Date to the Merger Effective Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the initial public offering of USFLORAL Stock is terminated pursuant to the terms of such agreement. This Agreement shall in any event terminate if the Merger Effective Date has not occurred within 10 business days of the Closing Date.