Common use of Consummation of Merger; Closing Date Clause in Contracts

Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger, North Penn shall be merged with and into Xxxxxxx in accordance with Chapter 19, Subchapter C of the Pennsylvania Business Corporation Law of 1988 (“PBCL”) (the “Merger”), with Xxxxxxx as the surviving corporation (hereinafter sometimes called the “Surviving Corporation”). Each share of common stock, par value $0.10 per share, of North Penn (“North Penn Common Stock”) outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares, shares held by North Penn, including treasury shares, Xxxxxxx or any of their respective wholly-owned subsidiaries (in each case, other than in a fiduciary capacity)) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into and represent the right to receive 0.6829 shares of Xxxxxxx Common Stock or $19.12 in cash, without interest (the “Merger Consideration”) as provided in Section 2.1 hereof and subject to the terms, conditions, limitations and procedures set forth in this Agreement and the Agreement of Merger. (b) The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Xxxxxxx, Xxxxx, North Penn and North Penn Bank. (c) Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective as of the date and time that the Articles of Merger are filed with the Pennsylvania Department of State pursuant to Section 1927 the PBCL, unless a later date or time is specified as the effective time in the Articles of Merger (such time is hereinafter referred to as the “Effective Time of the Merger”). Subject to the terms and conditions hereof, unless otherwise agreed upon by Xxxxxxx and North Penn, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction of all of the other terms and conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) the date on which the shareholders of North Penn approve the transactions contemplated by this Agreement. (d) The closing of the Merger (the “Closing”) shall take place at the principal offices of Xxxxxxx at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the MergerMerger (as defined herein), North Penn UpState shall be merged with and into Xxxxxxx in accordance with Chapter 19, Subchapter C 3 of the Pennsylvania Associations Code (“PAC”) and Section 907 of the New York Business Corporation Law of 1988 (“PBCLNYBCL”) (the “Merger”), with Xxxxxxx as the surviving corporation (hereinafter sometimes called the “Surviving Corporation”). Each share of common stock, par value $0.10 .01 per share, of North Penn UpState (“North Penn UpState Common Stock”) outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares, shares held by North Penn, UpState (including treasury shares), Xxxxxxx or any of their respective wholly-owned subsidiaries (in each case, other than in a fiduciary capacity)) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into and represent the right to receive 0.6829 shares 0.9390 of a share of Xxxxxxx Common Stock or $19.12 33.33 in cash, without interest (the “Merger Consideration”) as provided in Section 2.1 hereof hereof, and subject to the terms, conditions, limitations and procedures set forth in this Agreement and the Agreement Bank Plan of Merger. (b) The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Xxxxxxx, Xxxxx, North Penn UpState and North Penn USNY Bank. (c) Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective as of the later of the date and time that the Articles of filing of a Statement of Merger are filed with the Pennsylvania Department of State pursuant to Section 1927 335 of the PBCLPAC and the date and time of filing of a Certificate of Merger with the Department of State of the State of New York, unless a later date or time is specified as the effective time in the Articles Statement of Merger and the Certificate of Merger (such time term is heretofore and hereinafter referred to as the “Effective Time of the Merger”). Subject to the terms and conditions hereof, unless otherwise agreed upon by Xxxxxxx and North PennUpState, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction of all of the other terms and conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) the date on which the shareholders of North Penn UpState approve the transactions contemplated by this Agreement. (d) The closing of the Merger (the “Closing”) shall take place at the principal offices of Xxxxxxx at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the MergerMerger (as defined herein), North Penn Seller shall be merged with and into Xxxxxxx Buyer in accordance with Chapter 19, Subchapter C of the Pennsylvania Business Corporation Law of 1988 (“PBCL”) and Chapter 10 of the New Jersey Business Corporation Act (“NJBCA”) (the “Merger”), with Xxxxxxx Buyer as the surviving corporation (hereinafter sometimes called the “Surviving Corporation”). Each share of common stock, par value $0.10 per share, of North Penn Seller (“North Penn Seller Common Stock”) outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares, shares held by North PennSeller, including treasury shares, Xxxxxxx Buyer or any of their respective wholly-owned subsidiaries (in each case, other than in a fiduciary capacity)) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into and represent the right to receive 0.6829 receive, at the election of the holder and subject to the limitations set forth herein, .0.3640 shares of Xxxxxxx Buyer Common Stock (as adjusted pursuant to Section 2.6) or $19.12 8.60 in cash, without interest (the “Merger Consideration”) as provided in Section 2.1 hereof and subject to the terms, conditions, potential adjustments, limitations and procedures set forth in this Agreement and the Agreement of MergerAgreement. (b) The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of XxxxxxxBuyer, XxxxxBuyer Bank, North Penn Seller and North Penn Seller Bank. (c) Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective as of the date and time that the Articles of Merger are filed with the Pennsylvania Department of State pursuant to Section 1927 of the PBCLPBCL and the Certificate of Merger is filed with the New Jersey Secretary of State pursuant to Sections 10-4.1 and 10-7 of the NJBCA, unless a later date or time is specified as the effective time in the Articles of Merger and the Certificate of Merger (such time is hereinafter referred to herein as the “Effective Time of the Merger”). Subject to the terms and conditions hereof, unless otherwise agreed upon by Xxxxxxx Buyer and North PennSeller, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction of all of the other terms and conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the ClosingClosing (as defined herein)) and (ii) the date on which the shareholders of North Penn Seller approve the transactions contemplated by this Agreement. (d) The closing of the Merger (the “Closing”) shall take place at the principal offices of Xxxxxxx Buyer at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the MergerMerger (as defined herein), North Penn Delaware shall be merged with and into Xxxxxxx Norwood in accordance with Chapter 19, Subchapter C 3 of the Pennsylvania Associations Code (“PAC”) and Section 907 of the New York Business Corporation Law of 1988 (“PBCLNYBCL”) (the “Merger”), with Xxxxxxx as the surviving corporation (hereinafter sometimes called the “Surviving Corporation”). Each share of common stock, par value $0.10 1.25 per share, of North Penn Delaware (“North Penn Delaware Common Stock”) outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares, shares held by North Penn, Delaware (including treasury shares), Xxxxxxx or any of their respective wholly-owned subsidiaries (in each case, other than in a fiduciary capacity)) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into and represent the right to receive 0.6829 shares 0.6221 of a share of Xxxxxxx Common Stock or $19.12 16.68 in cash, without interest (the “Merger Consideration”) as provided in Section 2.1 hereof and subject to the terms, conditions, limitations and procedures set forth in this Agreement and the Agreement Bank Plan of Merger. (b) The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Xxxxxxx, Xxxxx, North Penn Delaware and North Penn NBDC Bank. (c) Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective as of the later of the date and time that the Articles of filing of a Statement of Merger are filed with the Pennsylvania Department of State pursuant to Section 1927 335 of the PBCLPAC and the date and time of filing of a Certificate of Merger with the Department of State of the State of New York, unless a later date or time is specified as the effective time in the Articles Statement of Merger and the Certificate of Merger (such time term is heretofore and hereinafter referred to as the “Effective Time of the Merger”). Subject to the terms and conditions hereof, unless otherwise agreed upon by Xxxxxxx and North PennDelaware, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction of all of the other terms and conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) the date on which the shareholders of North Penn Delaware approve the transactions contemplated by this Agreement. (d) The closing of the Merger (the “Closing”) shall take place at the principal offices of Xxxxxxx at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.