This excerpt taken from the GXP 8-K filed Feb 8, 2007.
THE MERGER; CLOSING; EFFECTIVE TIME
2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will thereupon cease. The Company will survive in the Merger (being sometimes hereinafter referred to in such capacity as the Surviving Company),
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and the Company will continue its separate corporate existence under the laws of the state of Delaware, and all of the Companys rights, privileges, immunities, powers and franchises will continue in the Company. The Merger will have the effects specified in the DGCL.
2.2 Closing. The Closing will take place at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004 at 10:00 a.m. on the first business day after the conditions set forth in Article VIII have been satisfied or waived in accordance with this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another date or time is agreed by the parties hereto.
2.3 Effective Time. At the Closing, the Company will cause a Certificate of Merger (the Certificate of Merger) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the DGCL, and the Company and Merger Sub will make all other filings and recordings required under the DGCL to effect the Merger. The Merger will become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such other time as set forth in the Certificate of Merger in accordance with the DGCL (the Effective Time).