Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three (3) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS and HVBC shall file articles of merger with the Department of State of the Commonwealth of Pennsylvania in accordance with the BCL. The date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filing. (b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS and HVBC the certificates and other documents required to be delivered under Article VI hereof.
Appears in 3 contracts
Samples: Merger Agreement (HV Bancorp, Inc.), Merger Agreement (HV Bancorp, Inc.), Merger Agreement (Citizens Financial Services Inc)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS BHB will make all such filings as may be required to consummate the Merger by applicable laws and regulations to consummate regulations. The Merger shall become effective at such time as the Merger. On Articles of Merger are duly filed with the Closing Date, which shall take place not more than three (3) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all Secretary of the conditions to State of Maine or at such later date or time as BHB and LSBG agree and specify in the consummation Articles of Merger (the date and time the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS and HVBC shall file articles of merger with the Department of State of the Commonwealth of Pennsylvania in accordance with the BCL. The date of such filings is herein called the “Effective Date,” and becomes effective being the “Effective Time” of the Merger shall be as specified in such filing”).
(b) The closing of the Merger (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern timetime on the Closing Date (as defined below), or in person at the principal offices of Xxxxx Lovells US K&L Gates LLP in WashingtonBoston, D.C.MA, or such other place, place or at such other time, or time on such other date the Closing Date as the parties may mutually agree upon (such date, the “Closing Date”)upon. At the Closing, there shall be delivered to CZFS BHB and HVBC LSBG the certificates and other documents required to be delivered under Article VI hereof. Subject to the satisfaction or waiver of all conditions to closing contained in Article VI hereof, the Closing shall occur no later than ten Business Days following the latest to occur of (i) the receipt of all Regulatory Approvals, and the expiration of any applicable waiting periods, (ii) the approval of the Merger by the stockholders of BHB and by the stockholders of LSBG, or (iii) at such other date or time upon which BHB and LSBG mutually agree (the “Closing Date”).
Appears in 2 contracts
Samples: Merger Agreement (Bar Harbor Bankshares), Merger Agreement (Lake Sunapee Bank Group)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS NBT will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three (3) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS NBT and HVBC Exxxx shall file articles of merger with (i) the Delaware Department of State of the Commonwealth of Pennsylvania in accordance with the BCLDGCL and (ii) the New York State Department of State in accordance with the NYBCL. The effective date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filing.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Hxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS NBT and HVBC Exxxx the certificates and other documents required to be delivered under Article VI hereof.
Appears in 2 contracts
Samples: Merger Agreement (Evans Bancorp Inc), Merger Agreement (Evans Bancorp Inc)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS NBT will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three (3) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS NBT and HVBC Salisbury shall file articles of merger with (i) the Delaware Department of State in accordance with the DGCL and (ii) the Secretary of State of the Commonwealth State of Pennsylvania Connecticut in accordance with the BCLCBCA. The date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filing.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS NBT and HVBC Salisbury the certificates and other documents required to be delivered under Article VI hereof.
Appears in 2 contracts
Samples: Merger Agreement (Salisbury Bancorp, Inc.), Merger Agreement (NBT Bancorp Inc)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS Cambridge will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three five (35) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS Cambridge Trust and HVBC Optima shall file articles of merger with the Department of State Secretary of the Commonwealth of Pennsylvania Massachusetts in accordance with the BCLMGL and with the Secretary of the State of New Hampshire in accordance with the NHRSA. The date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filingfilings.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Hxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS Cambridge and HVBC Optima the certificates and other documents required to be delivered under Article VI hereof.
Appears in 1 contract
Samples: Merger Agreement (Cambridge Bancorp)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS Cambridge will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three five (35) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS Cambridge Trust and HVBC Northmark shall file articles of merger with the Department of State Secretary of the Commonwealth of Pennsylvania Massachusetts in accordance with the BCLMGL. The date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filingfilings.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS Cambridge and HVBC Northmark the certificates and other documents required to be delivered under Article VI hereof.
Appears in 1 contract
Samples: Merger Agreement (Cambridge Bancorp)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS SBBX will make all such filings as may be required to consummate the Merger by applicable laws and regulations to consummate the Mergerregulations. On the Closing Date, which shall take place not more than three five (35) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS SBBX and HVBC EBNJ shall file articles a Certificate of merger Merger with the New Jersey Department of State of Banking and Insurance (the Commonwealth of Pennsylvania “NJDBI”) in accordance with the BCLNew Jersey Banking Act of 1948, as amended, and any regulations promulgated thereunder. The date of such filings is herein called the “Effective Date,.” and the The “Effective Time” of the Merger shall be as specified in such filingby the NJDBI on the articles of combination.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Hxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS SBBX and HVBC EBNJ the certificates and other documents required to be delivered under Article VI hereof.
Appears in 1 contract
Samples: Merger Agreement (Sb One Bancorp)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS NBT will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three (3) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS NBT and HVBC Xxxxx shall file articles of merger with (i) the Delaware Department of State of the Commonwealth of Pennsylvania in accordance with the BCLDGCL and (ii) the New York State Department of State in accordance with the NYBCL. The effective date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filing.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS NBT and HVBC Xxxxx the certificates and other documents required to be delivered under Article VI hereof.
Appears in 1 contract
Samples: Merger Agreement (NBT Bancorp Inc)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS Cambridge will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than three five (35) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, CZFS Cambridge and HVBC Wellesley shall file articles of merger with the Department of State Secretary of the Commonwealth of Pennsylvania Massachusetts in accordance with the BCLMGL and with the Maryland Department of Assessments and Taxation in accordance with the MGCL. The date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filingfilings.
(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the principal offices of Xxxxx Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to CZFS Cambridge and HVBC Wellesley the certificates and other documents required to be delivered under Article VI hereof.
Appears in 1 contract
Samples: Merger Agreement (Cambridge Bancorp)
Effective Date and Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, CZFS WFD will make all such filings as may be required to consummate the Merger by applicable laws and regulations to consummate the Mergerregulations. On the Closing Date, which The Merger shall take place not more than three (3) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered become effective at the Closing), or on such other date time as the parties shall mutually agree to, CZFS and HVBC shall file articles Articles of merger Merger are duly filed with the Department of State Secretary of the Commonwealth of Pennsylvania Massachusetts or at such later date or time as WFD and CBNK agree and specify in accordance with the BCL. The Articles of Merger (the date of such filings is herein called and time the “Effective Date,” and Merger becomes effective being the “Effective Time” of the Merger shall be as specified in such filing”).
(b) The closing of the Merger (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern timetime on the Closing Date (as defined below), or in person at the principal offices of Xxxxx Lovells US LLP in Washington, D.C., or such other place, place or at such other time, or time on such other date the Closing Date as the parties may mutually agree upon (such date, the “Closing Date”)upon. At the Closing, there shall be delivered to CZFS WFD and HVBC CBNK the certificates and other documents required to be delivered under Article VI hereof. Subject to the satisfaction or waiver of all conditions to closing contained in Article VI hereof, the Closing shall occur no later than ten Business Days following the latest to occur of (i) the receipt of all Regulatory Approvals, and the expiration of any applicable waiting periods, (ii) the approval of the Merger by the stockholders of WFD and by the stockholders of CBNK, or (iii) at such other date or time upon which WFD and CBNK mutually agree (the “Closing Date”).
Appears in 1 contract