The Merger Closing Clause Samples

The Merger Closing. Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

The Merger Closing. (a) Subject to the terms and conditions of this agreement, at the Closing, effective as of the Effective Time, the Parties shall effectuate the Merger under the following provisions: (i) In accordance with State Corporation Law, (A) East Penn Financial shall merge with and into HNC; (B) the separate existence of East Penn Financial shall cease; and (C) HNC shall be the surviving corporation in the Merger; (ii) Each share of East Penn Financial Common Stock issued and outstanding prior to the Effective Time shall be converted into the right to receive Stock Consideration, Cash Consideration or a combination of both, as more fully provided in this Article II; and (iii) All of the property (real, personal or mixed), rights, powers, duties, obligations and liabilities of East Penn Financial shall be taken and deemed transferred to and vest in HNC, as the surviving corporation in the Merger, without further act or deed. (b) Upon completion of Closing but subject further to the terms hereof, the Parties shall cause Articles of Merger relating to the Merger to be filed with the Secretary of the Commonwealth of Pennsylvania, and the Merger shall become effective at a date and time, which in all events shall be a time of day after the close of trading but before midnight on a Business Day (the “Effective Time”) and, subject to the foregoing and the other provisions of this Agreement, shall be a date and time to be mutually agreed by HNC and East Penn Financial. (c) Closing on the Merger (the “Closing”) shall be held on a date and time to be designated by HNC, but no later than ten (10) Business Days after the complete satisfaction or waiver of the conditions set forth in this Agreement (other than conditions that by their nature are to be satisfied at Closing but subject nevertheless to fulfillment or waiver of those conditions), at the offices of HNC at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, unless another time or place is agreed to in writing by the Parties. Subject to the terms and conditions of this Agreement, each of the Parties agrees to use all commercially reasonable efforts to cause the Closing to be completed on the earliest practicable date. (d) At the Closing, East Penn Financial shall deliver and shall cause Bank and the Subsidiaries to deliver to HNC the following: (i) All certificates representing all Bank Shares, and all certificates representing all shares or ownership interests issued by each of the Subsidiaries, duly endorsed in blank, with...

The Merger Closing. Section 2.1. The Merger 17 Section 2.2. Effects of the Merger 17 Section 2.3. Closing; Effective Time 17 Section 2.4. Closing Deliverables 18 Section 2.5. Governing Documents 19 Section 2.6. Directors and Officers 19 Section 2.7. Tax Free Reorganization Matters 20 Section 2.8. Allocation Schedule 20 Section 3.1. Conversion of Securities 21 Section 3.2. Exchange Procedures 21 Section 3.3. Treatment of Company Options and Restricted Stock Awards 23 Section 3.4. Assumed Warrants 23 Section 3.5. Withholding 23 Section 3.6. Dissenting Shares 24 Section 4.1. Company Organization 24 Section 4.2. Subsidiaries 24 Section 4.3. Due Authorization 25 Section 4.4. No Conflict 25 Section 4.5. Governmental Authorities; Consents 26 Section 4.6. Capitalization of the Company 26 Section 4.7. Capitalization of Subsidiaries 27 Section 4.8. Financial Statements 28 Section 4.9. Undisclosed Liabilities 29 Section 4.10. Litigation and Proceedings 29 Section 4.11. Legal Compliance 29 Section 4.12. Contracts; No Defaults 29 Section 4.13. Company Benefit Plans 32 Section 4.14. Labor Relations; Employees 34 Section 4.15. Taxes 35 Section 4.16. Brokers’ Fees 36 Section 4.17. Insurance 36 Section 4.18. Licenses 37 Section 4.19. Equipment and Other Tangible Property 37 Section 4.20. Real Property 37 Section 4.21. Intellectual Property 38 Section 4.22. Privacy and Cybersecurity 40 Section 4.23. Environmental Matters 41 Section 4.24. Absence of Changes 41 Section 4.25. Anti-Corruption Compliance 42 Section 4.26. Sanctions and International Trade Compliance 42 Section 4.27. Information Supplied 42 Section 4.28. Vendors 43 Section 4.29. Customers 43 Section 4.30. Government Contracts 43 Section 4.31. No Additional Representation or Warranties 43 Section 5.1. Company Organization 43 Section 5.2. No Substantial Government Ownership Interest 44 Section 5.3. Due Authorization 44 Section 5.4. No Conflict 45 Section 5.5. Litigation and Proceedings 45 Section 5.6. SEC Filings 45 Section 5.7. Internal Controls; Listing; Financial Statements 45 Section 5.8. Governmental Authorities; Consents 46 Section 5.9. Trust Account 47 Section 5.10. Investment Company Act; JOBS Act 47 Section 5.11. Absence of Changes 47 Section 5.12. No Undisclosed Liabilities 47 Section 5.13. Capitalization of Acquiror 48 Section 5.14. Brokers’ Fees 49 Section 5.15. Indebtedness 49 Section 5.16. Taxes 49 Section 5.17. Business Activities 50 Section 5.18. Stock Market Quotation 51 Section 5.19. Proxy Statement / Registration Sta...

The Merger Closing. In connection with the terms and conditions of this Agreement, Acquiror, Merger Sub, Shareholders and the Company agree as follows:

The Merger Closing. (a) As soon as practicable, and in any event not more than five Business Days, after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Parent shall file articles of merger with the State Corporation Commission of Virginia and the Maryland State Department of Assessments and Taxation (the “MSDAT”) and make all other filings or recordings required by Virginia Law or Maryland Law in connection with the Merger. The Merger shall become effective (the “Effective Time”) at the later of the time the Certificate of Merger is issued by the Virginia State Corporation Commission and the time a Certificate of Merger is issued by the MSDAT (or at such later time as may be specified in the Certificates of Merger) in accordance with the VSCA and Maryland Law. Upon and following the Merger, the separate existence of the Company shall cease, and Parent shall be the Surviving Corporation (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under the laws of the State of Maryland. The name of the Surviving Corporation shall continue to be “Mercantile Bankshares Corporation”. (b) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Parent, all as provided under Virginia Law and Maryland Law. (c) The closing of the Merger (the “Closing”) shall take place at such time and place as Parent and the Company shall agree, on the date when the Effective Time is to occur (the “Closing Date”).

The Merger Closing. At the closing of the Merger in accordance with the Merger Agreement, GDI shall deliver to each Purchaser (a) certificates representing shares of GDI Series A Preferred to be issued to the Purchasers pursuant to the Merger Agreement, which shall be in an amount calculated in accordance with Section 5 of the Merger Agreement and Section 1.2(b) hereof and (b) First Closing GDI Warrants to purchase First Closing GDI Warrant Shares in an amount calculated in accordance with Section 8 of the Merger Agreement and Section 1.2(b) hereof, in each case, registered in the name of each such Purchaser.

The Merger Closing. (a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as defined in Section 1.2 hereof), the Company shall merge with and into iPCS. iPCS shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate. (b) Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") will take place at 10:00 a.m. no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VIII hereof (other than those conditions which relate to actions to be taken at the Closing) (the "Closing Date"), at the offices of Mayer, Brown, ▇▇▇▇ & Maw LLP unless another time, date or place is agreed to in writing by the parties hereto.

The Merger Closing. 6 2.1 The Merger...................................................... 6 2.2 Effect of the Merger............................................ 6 2.3 Consummation of the Merger...................................... 6

The Merger Closing. 5 2.1. THE MERGER...................................................5 2.2.