3Effective Time. The Merger shall become effective as set forth in the articles of merger with respect to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the Commonwealth of Kentucky on the Closing Date (the “Kentucky Secretary”). The term “Effective Time” shall be the date and time when the Merger becomes effective, as set forth in the Articles of Merger.
3Effective Time. 11 3.4Articles of Incorporation and By-Laws of the Surviving Corporation............ 12 3.5Directors and Officers of the Surviving Corporation........................... 12 3.
3Effective Time. On or (if agreed by IBTX and SouthState) prior to the Closing Date, SouthState and IBTX, respectively, shall cause to be filed a certificate of merger with the Secretary of State of the State of Texas (the “Texas Secretary”) in accordance with the TBOC and articles of merger with the Secretary of State of the State of South Carolina (the “South Carolina Secretary”) in accordance with the SCBCA (collectively, the “Certificates of Merger”). The Merger shall become effective at such time as specified in the Certificates of Merger in accordance with the relevant provisions of the TBOC and SCBCA, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Effective Time”).
3Effective Time. The Merger shall be consummated by filing articles of merger and a certificate of merger reflecting the Merger (the “Articles of Merger”) with the Illinois Secretary of State and with the Secretary of State of the State of Delaware, and if applicable, any federal or state bank regulatory agencies. The Merger shall become effective (the “Effective Time”) when the Articles of Merger have been filed with the Illinois Secretary of State and with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed upon by Buyer and West Suburban and specified in the Articles of Merger. Subject to the terms and conditions hereof, if the Effective Time would occur on or after December 10, 2021, unless otherwise mutually agreed upon in writing by the authorized officers of each Party, the Parties shall use their reasonable best efforts to cause the Effective Time to occur within one (1) business day of the last of the following dates to occur: (a) the effective date (including expiration of any applicable waiting period) of the last required Consent of any Regulatory Authority having authority over and approving or exempting the Merger or the Bank Merger, (b) the date on which the shareholders of West Suburban and the stockholders of Buyer approve this Agreement, or (c) the satisfaction or, to the extent applicable, waiver of the conditions precedent set forth in Article 8.
3Effective Time. The Parties shall cause the Merger to be consummated by filing as soon as practicable on the Closing Date articles of merger for the Merger with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) and articles of merger for the Merger with the Department of State of the State of Florida (the “DOS”) (as applicable, the “Articles of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the MGCL and the FBCA, respectively. The Merger shall become effective at the time when the Articles of Merger have been accepted for record by the SDAT and the DOS or at such later time as may be agreed by the Parties in writing and specified in the Articles of Merger (not to exceed 30 days from filing) (the date and time the Merger becomes effective being the “Effective Time”).
3Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the parties shall file a Certificate of Merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as AcquisitionSub and KeyOn shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
3Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Merger Sub and the Company shall execute articles of merger and a plan of merger (together, the “BVI Plan of Merger”) substantially in the form contained in Appendix 1 hereto and the Company shall file the BVI Plan of Merger and other documents required by the BVI Companies Act with the Registrar of Corporate Affairs of the British Virgin Islands as provided in Section 171(2) of the BVI Companies Act. The Merger shall become effective at the time when the BVI Plan of Merger has been registered by the Registrar of Corporate Affairs of the British Virgin Islands or at such other subsequent date or time, not exceeding 30 days after its registration, as Merger Sub and the Company may agree and specify in the BVI Plan of Merger in accordance with the BVI Companies Act (the “Effective Time”).
3Effective Time. At the Closing, the parties hereto shall cause the Merger to be consummated by filing (a) the articles of merger in substantially the form attached hereto as Exhibit D (the “Utah Articles of Merger”) with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Division”) containing such information as is required by Section 1105 of the URBCA and such other filings or recordings required under the URBCA and (b) a certificate of merger in substantially the form attached hereto as Exhibit E (the “Delaware Certificate of Merger,” together with the Utah Articles of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the later of the time in which: (i) the Delaware Certificate of Merger is filed and accepted by the Secretary of State of the State of Delaware; and (ii) the Utah Articles of Merger are filed and accepted by the Division, or at such later time as is agreed to by Parent and the Company and specified in the Certificates of Merger (the “Effective Time”).
3Effective Time. (a)At the Closing, the parties hereto shall cause the First Merger to be consummated by the filing of a certificate of merger in substantially the form attached hereto as Exhibit B-1 (the “Certificate of Merger”), with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by Purchaser and the Company in writing (and set forth in the Certificate of Merger) being referred to herein as the “Effective Time”).
3Effective Time. Subject to the provisions of this Agreement, on the Closing Date, the Company and Merger Sub shall cause articles of merger (the “IL Articles of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Illinois in accordance with the relevant provisions of the IL BCA and articles of merger (the “WI Articles of Merger”) with the Secretary of State of the State of Wisconsin in accordance with the relevant provisions of the WI BCL and shall make all other filings or recordings required under the IL BCA and the WI BCL. The Merger shall become effective at such time as the IL Articles of Merger has been duly filed with the Secretary of State of the State of Illinois and the WI Articles of Merger have been duly filed with the Secretary of State of the State of Wisconsin or at such later date or time as may be agreed by the Company and AQSP in writing and specified in the IL Articles of Merger in accordance with the IL BCA and the WI Articles of Merger in accordance with the WI BCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
