The Closing of the Merger Clause Samples

The Closing of the Merger clause defines the specific procedures and conditions under which the finalization of a merger transaction occurs. It typically outlines the date, time, and place 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 both parties understand the exact steps and requirements needed to officially complete the merger, thereby providing a clear roadmap for the transaction's conclusion and minimizing the risk of misunderstandings or delays.
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The Closing of the Merger. The closing of the transactions contemplated by this Agreement (other than the transactions contemplated by Section 2.01) (the “Merger Closing”) shall take place at the offices of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP located at 6▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the Closing Date as soon as practicable following, and subject to the occurrence of, the Securities Purchase Closing.
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The Closing of the Merger. At 10:00 a.m., Mexico City time, on the date that is the second Business Day after satisfaction or waiver of all the conditions set forth in Article 8, other than those conditions that by their terms are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions, unless another time or date is agreed to in writing by the parties hereto (such date, the “Closing Date”), the parties hereto shall take all actions necessary or desirable to file for and obtain the formal recordation and registration of the Merger Resolutions in the RPC. Each party hereto shall use its reasonable best efforts to take the actions necessary to cause the effectiveness of the Merger to occur simultaneously with the actions necessary to cause the effectiveness of the DIFA Merger to occur, together in one single transaction, subject to the satisfaction or waiver of the conditions set forth in Article 8 of this Agreement and in Article 10 of the DIFA Merger
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The Closing of the Merger. The closing of the Merger (the "Closing") shall be held at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, on such date and at such time as may be mutually agreed upon, but on or prior to January 31, 1996, unless the parties agree otherwise. At the Closing, subject to the fulfillment or waiver of the conditions set forth in Articles IV and V hereof, (a) the parties shall cause the Merger to be consummated by the filing of a certificate of merger, executed and acknowledged in accordance with the DGCL, with the Secretary of State of Delaware, (b) the Seller shall deliver, assign, convey and transfer each share of Company Common Stock to Holdco, (c) Holdco shall deliver, assign, convey and transfer to the Seller the shares of Series B Preferred Stock that the Seller is entitled to pursuant to Section 1.3 hereof, and (d) Holdco shall transfer to the Seller (or an agent of the Seller, if previously designated in writing by the Seller) by wire of federal clearing house funds to such account or accounts as shall have been previously designated in writing by the Seller, the amount of cash (the "Cash Purchase Price") that the Seller is entitled to pursuant to Section 1.3 hereof; PROVIDED that an amount equal to $4,700,000 shall be wired to the escrow account subject to the Escrow Agreement referred to in Section 4.4(h) rather than directly to an account of the Seller. The date and time of the effectiveness of the Merger pursuant to the DGCL shall be herein called the "Effective Time."
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The Closing of the Merger 
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Related to The Closing of the Merger

  • 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.

  • 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”).

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • The Closing (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.