Common use of Effective Date and Effective Time; Closing Clause in Contracts

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the State of Washington pursuant to the WBCA on (i) a date selected by Washington Federal after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx LLP, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal and First Mutual the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties Parties shall cause articles of merger relating to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the State of Washington Maine pursuant to the WBCA MBCA and a certificate of Merger relating to the Merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware pursuant to the DGCL on (i) a date selected by Washington Federal Parent after such satisfaction or waiver which is no later than the later of (A) five Business Days after following such satisfaction or waiver or and (B) the first month end following such satisfaction or waiver, waiver or (ii) such other date to which the parties may mutually agree in writing, provided that in no event shall Articles of Merger or a Certificate of Merger be filed, or the Bank Merger and the Merger be consummated, prior to January 1, 2005. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the principal offices of Pxxxxx Bxxxx LLPParent in Portland, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000Maine, or at such other place, at such other time, or on such other date as the parties Parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to Washington Federal Parent and First Mutual the Company the opinions, certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles a certificate of merger relating to the Merger (the “Articles Certificate of Merger”) to be filed with the Secretary of State of the State of Washington Delaware pursuant to the WBCA DGCL on (i) a date mutually selected by Washington Federal PPBI and SCB after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The parties shall cause a copy of the Certificate of Merger certified by the Secretary of State of the State of Delaware to be filed with the Secretary of State of the State of California immediately following the receipt of such certified copy from the Secretary of State of the State of Delaware. The Merger provided for herein shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such filings or on such date later time as may be specified thereinin the Certificate of Merger. The date of such filings or such later effective date filing with the Secretary of State of the State of Delaware is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings filing or as set forth in such filingsfiling. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx Holland & Knight LLP, 2000 X 000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal PPBI and First Mutual SCB the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles the Agreement of merger relating to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the State of Washington California pursuant to the WBCA CGCL on (i) a date selected by Washington Federal mutually agreeable to Parent and Rancho Bank after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) waiver, provided, however, that if such timing would cause the filing date to be later than the 24th of the month, then the filing date shall be extended by the minimum amount of time to ensure that the filing date occurs on the first month end following such satisfaction or waiverBusiness Day of the subsequent month, or (ii) such other date to which the parties may mutually agree in writing. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Pacific Time, at the principal offices of Pxxxxx Bxxxx LLPParent in Rancho Cucamonga, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000California, or at 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 Washington Federal Parent and First Mutual Rancho Bank the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles a certificate of merger relating to the Merger (the “Articles Certificate of Merger”) to be filed with the Secretary of State of the State of Washington Delaware pursuant to the WBCA DGCL on (i) a date selected by Washington Federal Parent and Acquisition Sub after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing, provided that in either case, such date shall be no less than ten days following the Hawthorne Meeting. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 8:00 a.m., Eastern Pacific Time, at the principal offices of Pxxxxx Bxxxx LLPParent in Irvine, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000California, or at 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 Washington Federal Parent and First Mutual Hawthorne the opinions, certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles a certificate of merger relating to (as required under the Merger (TBOC and TFC, the “Articles Certificate of Merger”) ), which shall be executed in accordance with the relevant provisions of the TBOC and TFC, to be filed with the Texas Secretary of State of and the State of Washington pursuant to the WBCA TDB on (i) a date mutually selected by Washington Federal PPBI and FAB after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The Merger provided for herein shall become effective upon such filings or on such acceptance and filing of the Certificate of Merger with the Texas Secretary of State and TDB as provided by the TBOC and TFC. The term “Effective Time” shall be the date as may be specified thereinand time when the Texas Secretary of State and TDB accepts and files the Certificate of Merger in accordance with the TBOC and the TFC. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings.” (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx Xxxxxx Xxxxx LLP, 2000 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal PPBI, Pacific Premier and First Mutual FAB the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (the “Articles Agreement of Merger”) , the form of which is attached hereto as Annex B subject to having been approved and endorsed by the DBO, to be filed with the Secretary of State of the State of Washington California pursuant to the WBCA CGCL on (i) a date mutually selected by Washington Federal Purchaser Parent and Seller after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or and (B) the first month end following such satisfaction or waiver, unless such date provided for in clause (B) occurs other than in the last month of a fiscal quarter and is more than fourteen (14) calendar days after the date provided for in clause (A), in which case the date shall be the date provided for in clause (A), or (ii) such other date to which the parties may mutually agree in writing. The parties shall cause a copy of the Agreement of Merger certified by the Secretary of State of the State of California to be filed with the DBO immediately following the receipt of such certified copy from the Secretary of State of the State of California. The Merger provided for herein shall become effective upon acceptance and filing with the DBO. The term “Effective Time” shall be the time of such filings or on as set forth in such date as may be specified thereinfiling with the DBO. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx LLP, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal and First Mutual the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles a certificate of merger relating to the Merger (the “Articles Certificate of Merger”) to be filed with the Secretary of State of the State of Washington Delaware pursuant to the WBCA DGCL on (i) a date mutually selected by Washington Federal F&M and DELTA after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The parties shall cause a copy of the Certificate of Merger certified by the Secretary of State of the State of Delaware to be filed with the Secretary of State of the State of California immediately following the receipt of such certified copy from the Secretary of State of the State of Delaware. The Merger provided for herein shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such filings or on such date later time as may be specified thereinin the Certificate of Merger. The date of such filings or such later effective date filing with the Secretary of State of the State of Delaware is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings filing or as set forth in such filingsfiling. (b) A closing (the “Closing”) shall take place remotely immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices by exchange of Pxxxxx Bxxxx LLP, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000PDF documents, or at such other place, at place and in such other timemanner, or including the electronic delivery of documents, and on such other date as the parties may mutually agree upon in writing (such date, the “Closing Date”). At the Closing, there shall be delivered to Washington Federal F&M and First Mutual DELTA the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (the “Articles Agreement of Merger”) , which has been approved and endorsed by the DBO, to be filed with the Secretary of State of the State of Washington California pursuant to the WBCA CGCL on (i) a date mutually selected by Washington Federal PPBI and IDPK after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The parties shall cause a copy of the Agreement of Merger certified by the Secretary of State of the State of California to be filed with the DBO immediately following the receipt of such certified copy from the Secretary of State of the State of California. The Merger provided for herein shall become effective upon acceptance and filing with the DBO. The term “Effective Time” shall be the time of such filings or on as set forth in such date as may be specified thereinfiling with the DBO. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings.” (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx Holland & Knight LLP, 2000 X 800 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal PPBI, Pacific Premier and First Mutual IDPK the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the State of Washington pursuant to the WBCA on (i) a date selected by Washington Federal after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx Xxxxxx Xxxxx LLP, 2000 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal and First Mutual the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles a certificate of merger relating to the Merger Merger, the form of which is attached hereto as Annex B (the “Articles Certificate of Merger”) ), to be filed with the Secretary of State of the State of Washington Delaware pursuant to the WBCA DGCL on (i) a date mutually selected by Washington Federal PPBI and HEOP after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The parties shall cause a copy of the Certificate of Merger certified by the Secretary of State of the State of Delaware to be filed with the Secretary of State of the State of California immediately following the receipt of such certified copy from the Secretary of State of the State of Delaware. The Merger provided for herein shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such filings or on such date later time as may be specified thereinin the Certificate of Merger. The date of such filings or such later effective date filing with the Secretary of State of the State of Delaware is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings filing or as set forth in such filingsfiling. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx Holland & Knight LLP, 2000 X 000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other place, at such other time, or on such other date as the parties may mutually agree upon in writing (such date, the “Closing Date”). At the Closing, there shall be delivered to Washington Federal PPBI and First Mutual HEOP the certificates and other documents required to be delivered under Article VII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (the “Articles Agreement of Merger”) , which has been approved and endorsed by the DFI, to be filed with the Secretary of State of the State of Washington California pursuant to the WBCA CGCL on (i) a date mutually selected by Washington Federal PPBI and SDTB after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The parties shall cause a copy of the Agreement of Merger certified by the Secretary of State of the State of California to be filed with the DFI immediately following the receipt of such certified copy from the Secretary of State of the State of California. The Merger provided for herein shall become effective upon acceptance and filing with the DFI. The term "Effective Time" shall be the time of such filings or on as set forth in such date as may be specified thereinfiling with the DFI. The date of such filings or such later effective date is herein called the “"Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings." (b) A closing (the “"Closing”") shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx Xxxxxx Xxxxx LLP, 2000 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at 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 Washington Federal PPBI, Pacific Premier and First Mutual SDTB the certificates and other documents required to be delivered under Article VII hereof.. ARTICLE III

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (the “Articles of Merger”) ), containing the appropriate certificate of approval of the Commissioner to be filed with the Secretary of State of the State of Washington North Carolina pursuant to the WBCA NCBCA on (i) a date selected by Washington Federal FCB after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Pxxxxx Bxxxx LLPFCB, 2000 X XxxxxxXxx Xxxxxxxxx Xxxxx, X.X.Xxxxxxxxx, Xxxxxxxxxx, X.X. Xxxxxxxx 00000, or at 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 Washington Federal FCB and First Mutual TCB the certificates and other documents required to be delivered under Article VII hereof.