Common use of Closing; Effective Times Clause in Contracts

Closing; Effective Times. Subject to the satisfaction or written waiver (where permissible) of the conditions set forth in Article V and Article VI, the closing of the Mergers (the “Closing”) shall take place on the date hereof, unless another date is agreed to in writing by the Buyer and the Sellers. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the Buyer and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. Subject to the satisfaction or written waiver (where permissiblea) of the conditions set forth in Article V and Article VI, the closing of the Mergers (the “Closing”) shall take place on the date hereof, unless another date is agreed to in writing by the Buyer and the Sellers. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, on On the Closing Date, immediately prior to the Company Effective Time, the Partnership and Merger OP Sub shall cause the First Merger to be effected by filing a certificate (i) duly execute and file articles of merger (the “First Partnership Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed Delaware (the “DSOS”) in accordance with, with the relevant provisions Laws of the DGCLState of Delaware and (ii) make any other filings, recordings or publications required to be made by the Partnership or OP Merger Sub under the DRULPA in connection with the Partnership Merger. The First Partnership Merger shall become effective at upon the acceptance for record of the Partnership Certificate of Merger by the DSOS or on such other date and time of such filing of (not to exceed five (5) Business Days from the date the Partnership Certificate of Merger, or such later time Merger are accepted for record by the DSOS) as may shall be agreed to by each of the parties hereto Company and Parent and specified in the First Certificate Partnership Merger Articles of Merger (such date and time being hereinafter referred to as the “First Partnership Merger Effective Time”). As soon as practicable . (b) On the Closing Date, and immediately following the First Effective Time and in any case on the same day as the First Partnership Merger Effective Time, the Buyer and Second Merger Sub and the Company shall cause the Second Merger to be effected by filing a certificate (i) duly execute and file articles of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates Company Articles of Merger”) with the Secretary State Department of State Assessments and Taxation of Maryland (“SDAT”) in accordance with the Laws of the State of Delaware, in such form and containing such information as is required byMaryland, and executed (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub under the MGCL in accordance with, connection with the relevant provisions of the DGCLCompany Merger. The Second Company Merger shall become effective at upon the later of the acceptance for record of the Company Articles of Merger by the SDAT or on such other date and time (not to exceed five (5) Business Days from the date the Company Articles of such filing of Merger are accepted for record by the Second Certificate of Merger, or such later time SDAT) as may shall be agreed to by each of the parties hereto Company and Parent and specified in the Second Certificate Company Articles of Merger (such date and time being hereinafter referred to as the “Second Effective Time”), it being understood and agreed that the parties shall cause the Effective Time to occur immediately after the Partnership Merger Effective Time. (c) Unless otherwise agreed in writing, the parties shall cause the Effective Time and the Partnership Merger Effective Time to occur on the Closing Date.

Closing; Effective Times. Subject Unless this Agreement is terminated pursuant to the satisfaction or written waiver (where permissible) of the conditions set forth in Article V and Article VISection 9.1, the closing of the Mergers (the “Closing”) shall take place on a date and at a time to be specified by the Parties, which shall be no later than the third Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 8 (the “Closing Date”); provided, however, that if such date hereofis not the Business Day nearest in time to the first financial month end of Computer Sciences GS following such date (the “Next Month End”), then the Closing shall take place on the Next Month End, unless another date is agreed to in writing by the Buyer and the SellersParties. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions provisions of this Agreement, on the Closing Date, the Company shall cause the First Merger to be effected by filing a certificate of merger (satisfying the “applicable requirements of the DGCL shall be duly executed by the First Certificate of Merger”) Merger Surviving Corporation and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of filing such filing certificate of merger with the Secretary of State of the Certificate State of Merger, Delaware or at such later time as may be agreed designated by each of the parties hereto Parties and specified in such certificate of merger (the time as of which the First Certificate of Merger (such time being becomes effective, the “First Merger Effective Time”). As Subject to the provisions of this Agreement, a second certificate of merger satisfying the applicable requirements of the DGCL and the DLLCA shall be duly executed by the Second Merger Surviving LLC and as soon as practicable following the First Merger Effective Time and in any case on the same day as the First Effective Time, the Buyer and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) filed with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The Second Merger shall become effective at the date and time of filing such filing certificate of merger with the Secretary of State of the Second Certificate State of Merger, Delaware or at such later time as may be agreed designated by each of the parties hereto Parties and specified in the certificate of merger (the time as of which the Second Certificate of Merger (such time being becomes effective, the “Second Merger Effective Time”).

Closing; Effective Times. Subject to the satisfaction or written waiver (where permissiblea) of the conditions set forth in Article V and Article VI, the The closing of the Mergers (the “Closing”) shall take place on at 10:00 a.m., Eastern time, as soon as practicable (and, in any event, within seven Business Days) following the date hereofsatisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), remotely via the electronic exchange of documents and executed signature pages, unless another date date, time or place is agreed to in writing by the Buyer Parent and the Sellers. The Company; provided, however, that notwithstanding the foregoing, in no event shall the Closing shall be effected by the electronic exchange of documents and signatures by electronic transmissionoccur prior to October 1, or by such other means or at such other place as the parties shall agree2019. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” Subject to (b) Upon the terms and conditions subject to the provisions of this Agreement, on the Closing DateDate and immediately following the Partnership Merger Effective Time, Merger Sub and the Company shall cause the First Merger to be effected by filing a certificate (i) duly execute and file articles of merger (the “First Certificate Company Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) in accordance with the Laws of the State of Maryland and with the Secretary of State of the State of Delaware, Delaware (the “DE SOS”) in such form and containing such information as is required byaccordance with the DE LLC Act, and executed (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub in accordance with, connection with the relevant provisions of the DGCLCompany Merger. The First Company Merger shall become effective at after the Partnership Merger Effective Time on the date and time at which the Company Articles of such filing of Merger have been filed with, and accepted for record by, the Certificate of MergerSDAT, or at such later other date and time as may be is agreed by each of between the parties hereto and specified in the First Certificate Company Articles of Merger in accordance with the MGCL and the DE LLC Act (such date and time being hereinafter referred to as the “First Company Merger Effective Time” or the “Effective Time”). The parties shall cause the Effective Time to occur immediately after the Partnership Merger Effective Time. (c) As soon as practicable following the First Effective Time and in any case on the same day as Closing Date, Merger OP and the First Effective Time, the Buyer Operating Partnership shall (i) duly execute and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate file articles of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates Partnership Articles of Merger”) with the Secretary of Virginia State of Corporation Commission (“VSCC”) in accordance with the State of Delaware, in such form VRULPA and containing such information as is required bythe VLLCA, and executed (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Merger OP in accordance with, connection with the relevant provisions of the DGCLPartnership Merger. The Second Partnership Merger shall become effective at on the date and time at which the Partnership Articles of such filing of Merger have been duly filed with, and accepted for record by, the Second Certificate of MergerVSCC, or at such later other date and time as may be agreed by each of between the parties hereto and specified in the Second Certificate Partnership Articles of Merger (such time being the “Second Partnership Merger Effective Time”). The parties shall cause the Partnership Merger Effective Time to occur immediately prior to the Company Merger Effective Time. (d) Unless otherwise agreed, the parties shall cause the Company Merger Effective Time and the Partnership Merger Effective Time to occur on the Closing Date.

Closing; Effective Times. Subject to the satisfaction or written waiver (where permissiblea) of the conditions set forth in Article V and Article VI, the The closing of the Mergers (the “Closing”) shall take place on at 10:00 a.m., Eastern time, as soon as practicable (and, in any event, within three (3) Business Days) following the date hereofsatisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, unless another date date, time or place is agreed to in writing by the Buyer Parent and the Sellers. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agreeCompany. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” Subject to (b) Upon the terms and conditions subject to the provisions of this Agreement, on the Closing DateDate and immediately following the Partnership Merger Effective Time, Merger Sub and the Company shall (i) duly execute and file articles of merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) in accordance with the Laws of the State of Maryland and cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of MergerCompany Merger Certificate”) to be executed, acknowledged, and filed with the Delaware Secretary of State of (the State of Delaware, “DSOS”) in such form and containing such information as is required byaccordance with the DRULPA, and executed (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub in accordance with, connection with the relevant provisions of the DGCLCompany Merger. The First Company Merger shall become effective at after the Partnership Merger Effective Time on the date and time at which the Articles of Merger have been filed with, and accepted for record by, the SDAT or at such filing of the Certificate of Merger, or such later other date and time as may be is agreed by each of between the parties hereto and specified in the First Certificate Articles of Merger (such date and time being hereinafter referred to as the “First Company Merger Effective Time”). The parties shall cause the Effective Time to occur immediately after the Partnership Merger Effective Time. (c) As soon as practicable following the First Effective Time and in any case on the same day as Closing Date, Merger OP and the First Effective Time, the Buyer and Second Merger Sub shall Operating Partnership will (i) cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” andPartnership Merger Certificate”) to be executed, together acknowledged and filed with the First Certificate of Merger, the “Certificates of Merger”) DSOS in accordance with the Secretary of State of the State of Delaware, in such form and containing such information as is required byDRULPA, and executed (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Merger OP in accordance with, connection with the relevant provisions of the DGCLPartnership Merger. The Second Partnership Merger shall become effective at on the date and time of such filing of at which the Second Partnership Merger Certificate of Mergerhas been duly filed with, and accepted for record by, the DSOS, or at such later other date and time as may be agreed by each of between the parties hereto and specified in the Second Partnership Merger Certificate of Merger (such time being the “Second Partnership Merger Effective Time” or the “Effective Time”). The parties shall cause the Partnership Merger Effective Time to occur immediately prior to the Company Merger Effective Time. (d) Unless otherwise agreed, the parties shall cause the Company Merger Effective Time and the Partnership Merger Effective Time to occur on the Closing Date.

Closing; Effective Times. Subject to the satisfaction or written waiver (where permissible) of the conditions set forth in Article V and Article VIV, the closing of the Mergers (the “Closing”) shall take place on the date hereof, unless another date is agreed to in writing by the Buyer Parent and the SellersCompany. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the Buyer Parent and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCLDGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).