Closing of the Merger Agreement Sample Clauses

The 'Closing of the Merger Agreement' clause defines the procedures and conditions under which the finalization of a merger transaction takes place. It typically outlines the specific date, time, and location for the closing, as well as the actions each party must complete, such as delivering required documents, transferring funds, or obtaining regulatory approvals. This clause ensures that all necessary steps are coordinated and completed before the merger becomes legally effective, thereby providing a clear framework for the transition and reducing the risk of misunderstandings or incomplete obligations.
Closing of the Merger Agreement. The transactions contemplated by the Merger Agreement shall have closed.
View SourceView Similar (3)
Closing of the Merger Agreement. Capitalized terms used in this Section 1 but not otherwise defined in this Agreement shall have the definitions ascribed to such terms in the Merger Agreement. a. Simultaneously with the execution and delivery of this Agreement, (i) the Closing Escrow Agreement is being executed and delivered by the parties thereto, (ii) the Escrow Documents described under the heading “Merger Agreement Escrow Documents” on Schedule I thereto (“Merger Escrow Documents”) are being delivered by the parties thereto to the Closing Escrow Agent and (iii) the Initial Merger Consideration is being delivered to the Closing Escrow Agent. The parties hereto agree that, notwithstanding anything to the contrary contained in Article 6 of the Merger Agreement, all conditions to the Closing set forth in Article 6 of the Merger Agreement have been irrevocably and unconditionally satisfied for all purposes and that from and after the date hereof none of the obligations of the Merger Agreement Parties under the Merger Agreement, this Agreement or the Closing Escrow Agreement shall be subject to any of the conditions to closing set forth in Article 6 of the Merger Agreement or any other conditions except for the occurrence of the date October 15, 2007 or the earlier delivery of an Escrow Release Certificate. Notwithstanding anything to the contrary contained herein, nothing in this Agreement is intended to relieve the parties of their obligations to effect the transactions contemplated by the Merger Agreement and the Escrow Agreement on the Escrow Release Date, including the filing of the Certificates of Merger, as contemplated by Section 5 of the Escrow Agreement. b. The covenants and agreements set forth in the Merger Agreement shall continue in full force and effect until the Closing Escrow Release Date, and all covenants and agreement that survive the Closing (as defined in the Merger Agreement) shall thereafter continue to survive in accordance with their terms. For the avoidance of doubt it is acknowledged and agreed that the Merger Agreement Parties’ compliance with the covenants and agreements set forth in the Merger Agreement shall not constitute a condition to the obligations of any of the Merger Agreement Parties to consummate the transactions contemplated by the Merger Agreement, this Agreement or the Closing Escrow Agreement; provided, however, that notwithstanding anything to the contrary contained in this Section 1(b), no party hereby waives any right to any indemnity or damag...
View SourceView Similar (2)
Closing of the Merger Agreement. The respective Parties shall enter into the Merger Agreement that follows from Appendix 1.8 by means of a notarial deed jointly with this Agreement.
View Source

Related to Closing of the Merger Agreement

  • 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 ▇. ▇▇▇▇▇▇▇o ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ime, date or place is agreed to in writing by the parties hereto.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • 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").

  • 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”).