Closing; Effective Time of Merger. Unless this Agreement shall have been terminated and the transaction herein contemplated shall have been abandoned pursuant to Section 8.1, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the parties hereto will cause the Merger to be consummated by filing a certificate of merger, or, if the provisions of Section 253 of the DGCL are applicable, a certificate of ownership and merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL as early as possible on the Closing Date. The "Closing Date" will mean the second business day after satisfaction and/or waiver of all of the conditions set forth in Article VII, at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another date, time or place is agreed to in writing by the parties hereto. The Merger will become effective upon the filing of the Certificate of Merger or at such later time as is provided in the Certificate of Merger as the Company and Sub will agree (the "Effective Time").
Closing; Effective Time of Merger. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the principal office of Centura in Rocky Mount, North Carolina, or at such other place as the parties shall designate, on the same date and immediately following, the closing of the Acquisition (the "Closing Date"). At the Closing, Centura and Scotland shall take such actions (including without limitation the delivery of certain closing documents and the execution of Articles of Merger under North Carolina law) as are required herein and as otherwise shall be required by law to consummate the Merger and cause it to become effective. Subject to the terms and conditions set forth herein (including without limitation the receipt of all required approvals of governmental and regulatory authorities), the Merger shall become effective on the date and at the time specified in Articles of Merger filed with the North Carolina Secretary of State in accordance with law; provided, however, that the Effective Time shall in no event be more than ten days following the Closing Date.
Closing; Effective Time of Merger. The closing of the Merger (the "Closing") shall take place at 10:00 a.m., local time, at the offices of Liddell, Sapp, Zivley, Hill & LaBoxx, X.L.P., 2001 Xxxx Xxxxxx, Suite 3000, Dallas, Texas 75201, on the Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 8.2 and 8.3 (other than those conditions that are to be satisfied concurrently with the Closing), or on such other date or at such other time and place as the parties shall agree on in writing (the "Closing Date"). At the Closing the parties hereto shall cause a certificate of merger (the "Certificate of Merger") to be executed and filed with each of the County Recorder of Dallas County, Texas, and the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective as of the date and time (the "Effective Time") of the last of such filings or such later time as may be specified in the Certificate of Merger.
Closing; Effective Time of Merger. Unless this Agreement shall have been terminated and the transaction herein contemplated shall have been abandoned pursuant to Section 8.1, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the parties hereto will cause the Merger to be consummated by
