Common use of Consummation of the Merger; Effective Time Clause in Contracts

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. The delivery of the closing schedulesdocuments, 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 Private and Bancorp TSFC as promptly as practicable, but not later than 15 days three (unless otherwise agreed to by both parties, such agreement not to be unreasonably withheld)3) days, 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) ), other than any regulatory approval relating to the opening of the Office (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 MAFPrivate reasonably and in good xxxxx xxxxx to be materially burdensome to Private); and (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) . Upon satisfaction or waiver of all conditions precedent to the consummation of the transactions contemplated by this Agreement. The , 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 pursuant to Section 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. The delivery Subject to the terms and conditions of this Agreement, the closing schedules, certificates and opinions called for transactions contemplated by this Agreement shall take place be consummated (the "Closing") at the offices of Vedder, Price, Xxxxxxx Kaufman & Kammholz, 000 Xxxxx XxXxxxx XxxxxxP.C., Xxxxxxx222 North LaSalle Street, XxxxxxxxChicago, or such other location Illinoix, xx xuch date and such time as shall be fixed by mutual agreement of MAF ax xxxxx xx xxxxx xx xxxxxx xxxxxxxxx xx Xxxchaser and Bancorp the Company as promptly as practicable, but not later than 15 five (5) business days (unless otherwise agreed to by both partiesthe parties or except as set forth below) 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 agreement not conditions shall continue, on such fifth business day, to be unreasonably withheld)fulfilled or waived, following including the latest of: (i) approval conditions which, by their terms, are to be satisfied on the Closing Date and/or at the Effective Time; provided, further, that if the Closing would otherwise occur pursuant to this Section 1.4 on a date during the last month of a calendar quarter that is after the transactions required to effect dividend payment date in that quarter for the transactions contemplated by this Agreement by all Company's regular quarterly dividend but before the Applicable Governmental Authorities (defined below) and the approvaldividend record date in such month for Purchaser's regular quarterly dividend, 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 Purchaser shall have been granted without the imposition of any condition which would have a material adverse effect on MAF); right to delay the Closing to the next business day immediately following Purchaser's dividend record date (ii) the expiration of any waiting period imposed by law; (iii) the date of such closing being the Bancorp stockholder meeting at which such stockholders approved "Closing Date"). At the MergerClosing, the execution of this Agreement, Purchaser 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 Company shall cause the Merger to become effective on the date by causing a certificate 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 merger substantially in the form of set forth in Exhibit A attached hereto and made a part hereof 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 providing for the Merger to become effective at 12:01 a.m. on the date immediately following the Closing Date, or at such other time as the parties may mutually agree. The date and time on at which the Merger becomes effective shall be referred to herein as the "Effective Time."