Consummation of the Merger; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000, at such time as shall be fixed by mutual agreement of BFC and Bluegreen as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in this Agreement (the date of Closing is hereinafter sometimes referred to as the “Closing Date”). On or prior to the day before the Closing Date, each of Bluegreen and Merger Sub will execute the Massachusetts Articles of Merger and Florida Articles of Merger and deliver them to Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. for filing with the Secretary of State of the Commonwealth of Massachusetts and the Florida Department of State, respectively. Subject to the satisfaction or waiver of all conditions precedent to the consummation of the transactions contemplated by this Agreement, the parties shall cause the Merger to become effective on the date of the Closing by (i) causing the filing, in accordance with all applicable regulations, of the Massachusetts Articles of Merger and the Florida Articles of Merger as set forth in the preceding sentence and (ii) causing all other documents which must be recorded or filed as a result of the Merger to be recorded or filed. The Massachusetts Articles of Merger and the Florida Articles of Merger shall provide that the Merger shall be effective as of 5:00 p.m. on the Closing Date (the date and time of such effectiveness being referred to herein as the “Effective Time”). The Closing shall be deemed to occur simultaneously with the Effective Time.
Consummation of the Merger; Effective Time. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York time, on the second business day following the satisfaction or waiver by the party entitled to the benefit thereof, of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction, or waiver by the party entitled to the benefit thereof, at the Closing), or on such other date and at such other time as the parties may mutually agree, at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000. Upon the terms and subject to the conditions set forth herein, as soon as practicable on the Closing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a duly executed certificate of merger (the “Certificate of Merger”), as required by the DGCL. The Merger shall become effective at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger. The date on which the Closing occurs pursuant to this Section 1.07 is referred to herein as the “Closing Date” and the time the Merger becomes effective pursuant to this Section 1.07 is referred to herein as the “Effective Time”.
Consummation of the Merger; Effective Time. Subject to the terms and conditions of this Agreement, the transactions contemplated by this Agreement shall be consummated (the "Closing") at the offices of Vedder, Price, Kaufman & Kammholz, P.C., 222 North LaSalle Street, Chicago, Illinois, xx xxch date and time as xxxxx xx xxxxx xx xxxxxx xxxxxxxxx xx Xxxxhaser and the Company as promptly as practicable on or after the second business day of January 2006, but not later than ten (10) business days thereafter, or, if later, ten (10) business days (unless otherwise agreed to by the parties, such agreement not to be unreasonably withheld) after all of the conditions set forth in Article VI (other than the receipt of closing certificates and legal opinions) have first been fulfilled or waived, provided such conditions shall continue, on such tenth business day, to be fulfilled or waived, including the conditions which, by their terms, are to be satisfied on the Closing Date and/or at the Effective Time (the date of such closing being, the "Closing Date"). At the Closing, Purchaser and the Company shall cause the Merger to become effective by causing a certificate of merger substantially in the form set forth in Exhibit B (the "Certificate of Merger") to be executed in accordance with the DGCL and to be filed with the Secretary of State of the State of Delaware. The time at which the Merger becomes effective shall be referred to as the "Effective Time."
Consummation of the Merger; Effective Time. The delivery of the closing schedules, certificates and opinions called for by this Agreement shall take place at the offices of Vedder, Price, Xxxxxxx & Kammholz, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, or such other location and such time as shall be fixed by mutual agreement of MAF and Bancorp as promptly as practicable, but not later than 15 days (unless otherwise agreed to by both parties, such agreement not to be unreasonably withheld), following the latest of: (i) approval of the transactions required to effect the transactions contemplated by this Agreement by all the Applicable Governmental Authorities (defined below) and the approval, consent or other action of such other governmental authorities having jurisdiction over the transactions governed by this Agreement as may be required (provided that any such approval, consent or other action shall have been granted without the imposition of any condition which would have a material adverse effect on MAF); (ii) the expiration of any waiting period imposed by law; (iii) the date of the Bancorp stockholder meeting at which such stockholders approved the Merger, the execution of this Agreement, and the other transactions contemplated hereby; and (iv) satisfaction or waiver of all conditions precedent to the consummation of the transactions contemplated by this Agreement. The parties hereto shall cause the Merger to become effective on the date of the closing (the "Closing Date") by executing, acknowledging and filing on that date, in accordance with Sections 103 and 251 of the DGCL, a Certificate of Merger substantially in the form of Exhibit A attached hereto and made a part hereof (the "Certificate of Merger"). The date and time on which the Merger becomes effective shall be referred to herein as the "Effective Time."
Consummation of the Merger; Effective Time. Subject to the terms and conditions of this Agreement, the transactions contemplated by this Agreement shall be consummated (the “Closing”) at the offices of Vedder, Price, Xxxxxxx & Kammholz, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, on the tenth day following the end of the calendar month during which all of the conditions set forth in Article VI have first been fulfilled or waived (other than the receipt of closing certificates and the legal opinion of the Company’s counsel) (the date of such Closing being, the “Closing Date”). At the Closing, Purchaser, Merger Sub and the Company shall cause the Merger to become effective by causing a certificate of merger substantially in the form set forth as Exhibit B (the “Certificate of Merger”) to be executed in accordance with the DGCL and to be filed with the Secretary of State of Delaware. The time at which the Merger becomes effective shall be referred to as the “Effective Time.”
Consummation of the Merger; Effective Time. Subject to the fulfillment or waiver of all of the conditions contained in Article 8, as soon as is reasonably practicable on or after the date hereof, a closing (the “Closing”) will be held at the offices of Parent or such other place as the parties may agree. The date on which the Closing is actually held is referred to herein as the “Closing Date.” On the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing (i) with the Secretary of State of the State of Delaware a certificate of merger, substantially in the form of Exhibit B-1 hereto, executed in accordance with the relevant provisions of Delaware Law (the “Delaware Merger Certificate”) and (ii) with the Secretary of State of the State of New York a certificate of merger, substantially in the form of Exhibit B-2 hereto, executed in accordance with the relevant provisions of New York Law (the “New York Merger Certificate” and together with the Delaware Merger Certificate, the “Merger Documents”). The term “Effective Time” means the later of the date and time of the filing of the Merger Documents with (i) the Secretary of State of the State of Delaware and (ii) the Secretary of State of the State of New York, as applicable (or such later time as may be agreed by each of the parties hereto and specified in the Merger Documents in accordance with Delaware Law and New York Law, as applicable).
Consummation of the Merger; Effective Time. Subject to the fulfillment or waiver of all of the conditions contained in Article 7, as soon as is reasonably practicable on or after the closing date specified in the Merger Election Notice, a closing (the “Closing”) will be held at the offices of Xxxxxxx XxXxxxxxx LLP in Boston, Massachusetts (or such other place as the parties may agree). The date on which the Closing is actually held is referred to herein as the “Closing Date.” On the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing the Merger Certificate, with such changes that are not inconsistent with the other terms of this Agreement as may be requested by the California Secretary of State, with the California Secretary of State. The term “Effective Time” means the date and time of the filing of the Merger Certificate with the California Secretary of State (or such later time as may be agreed by each of the parties hereto and specified in the Merger Certificate in accordance with California Law). In the event of a conflict between this Agreement and the Merger Certificate, this Agreement shall govern.
Consummation of the Merger; Effective Time. Subject to the other terms and conditions of this Agreement, the closing of the transactions contemplated under this Agreement (the “Closing”) will be held at the offices of Xxxxxxx XxXxxxxxx LLP in Boston, Massachusetts (or such other place as the parties may agree) as soon as is reasonably practicable following the fulfillment or waiver of all of the conditions contained in this Agreement, including but not limited to those contained in Article 8. The date on which the Closing is actually held is referred to herein as the “Closing Date.” On the Closing Date, Parent, Midco Merger Sub and the Company shall cause the Merger to be consummated by filing the Merger Certificate, with such changes that are not inconsistent with the other terms of this Agreement as may be requested by the Delaware Secretary of State, with the Delaware Secretary of State. The term “Effective Time” means the date and time of the filing of the Merger Certificate with the Delaware Secretary of State (or such later time as may be agreed by each of the parties hereto and specified in the Merger Certificate in accordance with Delaware Law).
Consummation of the Merger; Effective Time. Subject to the fulfillment or waiver of all of the conditions contained in Article 7, a closing (the “Closing”) will be held at the offices of Rackemann, Sxxxxx & Bxxxxxxx, Professional Corporation, in Boston, Massachusetts (or such other place as the parties may agree). For greater certainty, the date on which the Closing is actually held is referred to herein as the “Closing Date.” On the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing the Merger Certificate with the Delaware Secretary of State. The term “Effective Time” means the date and time of the acceptance by the Delaware Secretary of State of the filing of the Merger Certificate with the Delaware Secretary of State (or such later time as may be agreed by each of the parties hereto and specified in the Merger Certificate in accordance with Delaware Law).
Consummation of the Merger; Effective Time. Subject to the fulfillment or waiver of all of the conditions contained in Article 7, as soon as reasonably practicable on or after the later of March 4, 2004 or five (5) business days following the satisfaction or waiver of all of the conditions contained in Article 7, a closing (the "Closing") will be held at the offices of Xxxxxxx XxXxxxxxx LLP in Boston, Massachusetts (or such other place and date as the parties may agree). The date on which the Closing is actually held is referred to herein as the "Closing
