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This excerpt taken from the PBG 8-K filed Aug 4, 2009. Closing”) shall take place in New York City at the offices of Davis Polk & Wardwell llp,
450 Lexington Avenue, New York, New York, 10017 as soon as possible, but in any event no later than five Business Days after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such
other time or on such other date as Parent and the Company may mutually agree.
(c) At the Closing, the Company and Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and, to the extent applicable, the New Jersey Department of Treasury, Division of Revenue and make all other filings or recordings required
by Delaware Law or New Jersey Law in connection with the Merger. The Merger shall become effective at such time (the “ |
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