Common use of Closing; Effective Times Clause in Contracts

Closing; Effective Times. (a) The consummation of the business combination of Applied and TEL (the “Closing”) shall take place in the manner prescribed by Schedule 2.1 (the “Implementation Schedule”), including with respect to the timing and sequencing of certain actions (unless Applied and TEL agree otherwise), on a date to be designated jointly by Applied and TEL, which (except as otherwise mutually agreed by Applied and TEL) shall be no later than the 10th Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 5 (other than the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). The date in Japan on which the Closing actually takes place is referred to as the “Japan Closing Date” and the date in the United States on which the Closing actually takes place is referred to as the “United States Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing: (i) the TEL Merger shall become effective at a time to be determined in accordance with the Implementation Schedule (unless Applied and TEL agree otherwise) (the time of such effectiveness, the “TEL Merger Effective Time”) in accordance with the terms of that certain TEL Merger Agreement substantially in the form of Exhibit C (with the final form of such agreement being referred to as the “TEL Merger Agreement”), to be entered into by TEL and TEL Merger Sub; and (ii) immediately following the TEL Merger Effective Time and the completion of the last-to-be-completed of the actions prescribed by the Implementation Schedule for the period between the TEL Merger Effective Time and the Applied Merger Effective Time, a certificate of merger satisfying the applicable requirements of the DGCL, in form and substance mutually agreeable to Applied and TEL, and duly executed by Applied (the “Applied Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and any other filings or recordings required under the DGCL in connection with the Applied Merger shall be made, and the Applied Merger shall become effective at the time of the filing of the Applied Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be designated jointly by Applied and TEL and specified in the Applied Certificate of Merger (the time as of which the Applied Merger becomes effective being referred to interchangeably as the “Applied Merger Effective Time” and the “Business Combination Effective Time”).”

Closing; Effective Times. (a) The consummation On the Closing Date, immediately prior to the Effective Time, the Partnership and Merger OP Sub shall (i) duly execute and file articles of the business combination of Applied and TEL merger (the “Closing”) shall take place in the manner prescribed by Schedule 2.1 (the “Implementation Schedule”), including with respect to the timing and sequencing of certain actions (unless Applied and TEL agree otherwise), on a date to be designated jointly by Applied and TEL, which (except as otherwise mutually agreed by Applied and TEL) shall be no later than the 10th Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 5 (other than the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). The date in Japan on which the Closing actually takes place is referred to as the “Japan Closing Date” and the date in the United States on which the Closing actually takes place is referred to as the “United States Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing: (i) the TEL Merger shall become effective at a time to be determined in accordance with the Implementation Schedule (unless Applied and TEL agree otherwise) (the time of such effectiveness, the “TEL Merger Effective Time”) in accordance with the terms of that certain TEL Merger Agreement substantially in the form of Exhibit C (with the final form of such agreement being referred to as the “TEL Merger Agreement”), to be entered into by TEL and TEL Merger Sub; and (ii) immediately following the TEL Merger Effective Time and the completion of the last-to-be-completed of the actions prescribed by the Implementation Schedule for the period between the TEL Merger Effective Time and the Applied Merger Effective Time, a certificate of merger satisfying the applicable requirements of the DGCL, in form and substance mutually agreeable to Applied and TEL, and duly executed by Applied (the “Applied Partnership Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware (the “DSOS”) in accordance with the applicable provisions of the DGCL and any other filings or recordings required under the DGCL in connection with the Applied Merger shall be made, and the Applied Merger shall become effective at the time of the filing of the Applied Certificate of Merger with the Secretary of State Laws of the State of Delaware and (ii) make any other filings, recordings or at publications required to be made by the Partnership or OP Merger Sub under the DRULPA in connection with the Partnership Merger. The Partnership Merger shall become effective upon the acceptance for record of the Partnership Certificate of Merger by the DSOS or on such later other date and time (not to exceed five (5) Business Days from the date the Partnership Certificate of Merger are accepted for record by the DSOS) as may shall be designated jointly agreed to by Applied the Company and TEL Parent and specified in the Applied Certificate Partnership Merger Articles of Merger (the such date and time as of which the Applied Merger becomes effective being hereinafter referred to interchangeably as the “Applied Partnership Merger Effective Time” and the “Business Combination Effective Time”). (b) On the Closing Date, and immediately following the Partnership Merger Effective Time, Merger Sub and the Company shall (i) duly execute and file articles of merger (the “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 (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub under the MGCL in connection with the Company Merger. The Company Merger shall become effective 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 Merger are accepted for record by the SDAT) as shall be agreed to by the Company and Parent and specified in the Company Articles of Merger (such date and time being hereinafter referred to as the “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. (a) The consummation closing of the business combination of Applied and TEL Mergers (the “Closing”) shall take place at 10:00 a.m., Eastern time, as soon as practicable (and, in any event, within three (3) Business Days) following the manner prescribed by Schedule 2.1 (the “Implementation Schedule”)satisfaction or, including with respect to the timing and sequencing of certain actions (unless Applied and TEL agree otherwise)extent permitted by applicable Law, on a date to be designated jointly by Applied and TEL, which (except as otherwise mutually agreed by Applied and TEL) shall be no later than the 10th Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 5 Article 6 (other than the those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of each of such those conditions), at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, unless another date, time or place is agreed to in writing by Parent and the Company. The date in Japan on which the Closing actually takes place occurs is referred to in this Agreement as the “Japan Closing Date” and the date in the United States on which the Closing actually takes place is referred to as the “United States Closing Date”.” (b) Subject Upon the terms and subject to the provisions of this Agreement, at on the Closing: Closing Date and immediately following the Partnership Merger Effective Time, Merger Sub and the Company shall (i) duly execute and file articles of merger (the TEL Merger shall become effective at a time to be determined in accordance “Articles of Merger”) with the Implementation Schedule State Department of Assessments and Taxation of Maryland (unless Applied and TEL agree otherwise) (the time of such effectiveness, the “TEL Merger Effective TimeSDAT”) in accordance with the terms Laws of that certain TEL the State of Maryland and cause a certificate of merger (the “Company Merger Agreement substantially Certificate”) to be executed, acknowledged, and filed with the Delaware Secretary of State (the “DSOS”) in accordance with the DRULPA, and (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub in connection with the Company Merger. The Company Merger shall become effective 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 other date and time as is agreed between the parties hereto and specified in the form Articles of Exhibit C Merger (with the final form of such agreement date and time being hereinafter referred to as the “TEL Company Merger AgreementEffective Time”). The parties shall cause the Effective Time to occur immediately after the Partnership Merger Effective Time. (c) As soon as practicable on the Closing Date, Merger OP and the Operating Partnership will (i) cause a certificate of merger (the “Partnership Merger Certificate”) to be entered into by TEL executed, acknowledged and TEL Merger Sub; and filed with the DSOS in accordance with the DRULPA, and (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Merger OP in connection with the Partnership Merger. The Partnership Merger shall become effective on the date and time at which the Partnership Merger Certificate has been duly filed with, and accepted for record by, the DSOS, or at such other date and time agreed between the parties and specified in the Partnership Merger Certificate (the “Partnership Merger Effective Time” or the “Effective Time”). The parties shall cause the Partnership Merger Effective Time to occur immediately following prior to the TEL Company Merger Effective Time. (d) Unless otherwise agreed, the parties shall cause the Company Merger Effective Time and the completion of the last-to-be-completed of the actions prescribed by the Implementation Schedule for the period between the TEL Partnership Merger Effective Time and to occur on the Applied Merger Effective Time, a certificate of merger satisfying the applicable requirements of the DGCL, in form and substance mutually agreeable to Applied and TEL, and duly executed by Applied (the “Applied Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and any other filings or recordings required under the DGCL in connection with the Applied Merger shall be made, and the Applied Merger shall become effective at the time of the filing of the Applied Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be designated jointly by Applied and TEL and specified in the Applied Certificate of Merger (the time as of which the Applied Merger becomes effective being referred to interchangeably as the “Applied Merger Effective Time” and the “Business Combination Effective Time”)Closing Date.”

Closing; Effective Times. (a) The consummation closing of the business combination of Applied and TEL Mergers (the “Closing”) shall take place at 10:00 a.m., Eastern time, as soon as practicable (and, in any event, within seven Business Days) following the manner prescribed by Schedule 2.1 (the “Implementation Schedule”)satisfaction or, including with respect to the timing and sequencing of certain actions (unless Applied and TEL agree otherwise)extent permitted by applicable Law, on a date to be designated jointly by Applied and TEL, which (except as otherwise mutually agreed by Applied and TEL) shall be no later than the 10th Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 5 Article 6 (other than the those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of each of such those conditions), remotely via the electronic exchange of documents and executed signature pages, unless another date, time or place is agreed to in writing by Parent and the Company; provided, however, that notwithstanding the foregoing, in no event shall the Closing occur prior to October 1, 2019. The date in Japan on which the Closing actually takes place occurs is referred to in this Agreement as the “Japan Closing Date” and the date in the United States on which the Closing actually takes place is referred to as the “United States Closing Date”.” (b) Subject Upon the terms and subject to the provisions of this Agreement, at on the Closing: Closing Date and immediately following the Partnership Merger Effective Time, Merger Sub and the Company shall (i) duly execute and file articles of merger (the TEL Merger shall become effective at a time to be determined in accordance “Company Articles of Merger”) with the Implementation Schedule State Department of Assessments and Taxation of Maryland (unless Applied and TEL agree otherwise) (the time of such effectiveness, the “TEL Merger Effective TimeSDAT”) in accordance with the terms of that certain TEL Merger Agreement substantially in the form of Exhibit C (with the final form of such agreement being referred to as the “TEL Merger Agreement”), to be entered into by TEL and TEL Merger Sub; and (ii) immediately following the TEL Merger Effective Time and the completion Laws of the last-to-be-completed State of the actions prescribed by the Implementation Schedule for the period between the TEL Merger Effective Time Maryland and the Applied Merger Effective Time, a certificate of merger satisfying the applicable requirements of the DGCL, in form and substance mutually agreeable to Applied and TEL, and duly executed by Applied (the “Applied Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware (the “DE SOS”) in accordance with the applicable provisions of the DGCL DE LLC Act, and (ii) make any other filings filings, recordings or recordings publications required under to be made by the DGCL Company or Merger Sub in connection with the Applied Merger shall be made, and the Applied Company Merger. The Company Merger shall become effective after the Partnership Merger Effective Time on the date and time at which the time of the filing of the Applied Certificate Company Articles of Merger with have been filed with, and accepted for record by, the Secretary of State of the State of Delaware SDAT, or at such later other date and time as may be designated jointly by Applied and TEL is agreed between the parties hereto and specified in the Applied 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 “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 on the Closing Date, Merger OP and the Operating Partnership shall (i) duly execute and file articles of merger (the “Partnership Articles of Merger”) with the Virginia State Corporation Commission (“VSCC”) in accordance with the VRULPA and the VLLCA, and (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Merger OP in connection with the Partnership Merger. The Partnership Merger shall become effective on the date and time at which the Partnership Articles of Merger have been duly filed with, and accepted for record by, the VSCC, or at such other date and time agreed between the parties and specified in the Partnership Articles of Merger (the time as of which the Applied “Partnership Merger becomes effective being referred to interchangeably as the “Applied Merger Effective Time” and the “Business Combination 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.