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

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."

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Efc Bancorp Inc), Agreement and Plan of Reorganization (Maf Bancorp Inc)

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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 Xxxxxxx & Kammholz, P.C.000 Xxxxx XxXxxxx Xxxxxx, 222 North LaSalle StreetXxxxxxx, ChicagoXxxxxxxx, Illinois, xx xxch on such date and time as xxxxx xx xxxxx xx xxxxxx xxxxxxxxx xx Xxxxhaser shall be fixed by mutual agreement of Purchaser 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 and an articles of merger substantially in the form forms set forth in Exhibit B (collectively, the "Certificate of Merger") to be executed in accordance with the DGCL and WBCL and to be filed with the Secretary of State of the State of DelawareDelaware and the Secretary of State of the State of Wisconsin. The time at which the Merger becomes effective shall be referred to as the "Effective Time."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (St Francis Capital Corp)

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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 on xxxx xxte and time as ax xxxxx xx xxxxx xx xxxxxx xxxxxxxxx xx Xxxxhaser Xxxchaser and the Company as promptly as practicable on or after the second business day of January 2006practicable, 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."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Maf Bancorp Inc)

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