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 VIII (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), TD Banknorth shall file a certificate of merger relating to the Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and Hxxxxx United and TD Banknorth shall file a certificate of merger relating to the Merger with the Department of Treasury, Division of Commercial Recording of the State of New Jersey pursuant to the NJBCA (collectively, the “Certificates of Merger”) on (i) a date selected by TD Banknorth after such satisfaction or waiver which is no later than the later of (A) five Business Days following such satisfaction or waiver and (B) the first month end following such satisfaction or waiver or (ii) such other date to which TD Banknorth and Hxxxxx United may mutually agree in writing, provided that in no event shall the Certificates of Merger be filed, or the Merger be consummated, prior to January 1, 2006. The Merger provided for herein shall become effective upon filing of the Certificates of Merger or on such date and at such later time as may be specified therein (the “Effective Time”). (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 TD Banknorth in Portland, Maine, 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 the Parties the opinions, certificates and other documents required to be delivered under Article VIII hereof and TD Banknorth and TD shall complete the TD Banknorth Stock Sale effective as of the Effective Time.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII 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), TD Banknorth the Parties shall file cause articles of merger relating to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL 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 and Hxxxxx United and TD Banknorth shall file a certificate of merger relating to the Merger with the Department of Treasury, Division of Commercial Recording of the State of New Jersey pursuant to the NJBCA (collectively, the “Certificates of Merger”) on (i) a date selected by TD Banknorth Parent after such satisfaction or waiver which is no later than the later of (A) five Business Days following such satisfaction or waiver and (B) the first month end following such satisfaction or waiver or (ii) such other date to which TD Banknorth and Hxxxxx United the parties may mutually agree in writing, provided that in no event shall the Certificates of Merger be filed, or the Merger be consummated, prior to January 1, 2006. The Merger provided for herein shall become effective upon filing of the Certificates of Merger such filings or on such date and at such later time as may be specified therein (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 TD Banknorth Parent in PortlandBethlehem, MainePennsylvania, 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 Parent and the Parties Company the opinions, certificates and other documents required to be delivered under Article VIII hereof and TD Banknorth and TD shall complete the TD Banknorth Stock Sale effective as of the Effective TimeVII hereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII (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), TD Banknorth shall file a certificate of merger relating to the Merger with the Secretary of State of the State of Delaware pursuant to the DGCL Sub and Hxxxxx United and TD Banknorth Interchange shall file a certificate of merger relating to the Merger with the Department of Treasury, Division of Commercial Recording of the State of New Jersey pursuant to the NJBCA (collectively, the “Certificates Certificate of Merger”) on (i) a date selected by TD Banknorth after such satisfaction or waiver which is no later than the later of (A) five Business Days following such satisfaction or waiver and (B) the first month end following such satisfaction or waiver or (ii) such other date to which TD Banknorth and Hxxxxx United Interchange may mutually agree in writing, provided that in no event shall the Certificates Certificate of Merger be filed, or the Merger be consummated, prior to January 1, 20062007. The Merger provided for herein shall become effective upon filing of the Certificates Certificate of Merger or on such date and at such later time as may be specified therein (the “Effective Time”). (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 TD Banknorth in Portland, Maine, 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 the Parties the opinions, certificates and other documents required to be delivered under Article VIII hereof and TD Banknorth and TD shall complete the TD Banknorth Stock Sale effective as of the Effective Timehereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII (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), TD Banknorth the parties shall file a certificate cause articles of merger relating to the Merger (the “Articles of Merger”) to be filed with the Secretary of State of the State Commonwealth of Delaware Massachusetts pursuant to the DGCL and Hxxxxx United and TD Banknorth shall file a certificate of merger relating to the Merger with the Department of Treasury, Division of Commercial Recording of the State of New Jersey pursuant to the NJBCA (collectively, the “Certificates of Merger”) MBCL on (i) a date selected by TD Banknorth Parent after such satisfaction or waiver which is no later than the later of (A) five Business Days following after such satisfaction or waiver and (B) the first month end following such satisfaction or waiver waiver, or (ii) such other date to which TD Banknorth and Hxxxxx United the parties may mutually agree in writing, provided that in no event shall the Certificates of Merger be filed, or the Merger be consummated, prior to January 1, 2006. The Merger provided for herein shall become effective upon such filing of the Certificates of Merger or on such date and at such later time as may be specified therein (therein. The date of such filing 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. The filing of the Articles of Merger shall be made on the Closing Date. (b) A closing (the “Closing”) shall take place immediately prior on the date on which the Articles of Merger are to the Effective Time be filed at 10:00 a.m., Eastern Time, at the principal offices of TD Banknorth in PortlandCxxxxx, MaineHxxx & Sxxxxxx, Boston, Massachusetts, 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 Parent and the Parties Company the opinions, certificates and other documents required to be delivered under Article VIII hereof and TD Banknorth and TD shall complete the TD Banknorth Stock Sale effective as of the Effective Timehereof.

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver terms and conditions of the conditions set forth in Article VIII (other than those conditions that by their nature are this Agreement, WFD will make all such filings as may be required to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), TD Banknorth shall file a certificate of merger relating to consummate the Merger by applicable laws and regulations. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State the Commonwealth of the State of Delaware pursuant to the DGCL and Hxxxxx United and TD Banknorth shall file a certificate of merger relating to the Merger with the Department of Treasury, Division of Commercial Recording of the State of New Jersey pursuant to the NJBCA (collectively, the “Certificates of Merger”) on (i) a date selected by TD Banknorth after such satisfaction Massachusetts or waiver which is no later than the later of (A) five Business Days following such satisfaction or waiver and (B) the first month end following such satisfaction or waiver or (ii) such other date to which TD Banknorth and Hxxxxx United may mutually agree in writing, provided that in no event shall the Certificates of Merger be filed, or the Merger be consummated, prior to January 1, 2006. The Merger provided for herein shall become effective upon filing of the Certificates of Merger or on such date and at such later date or time as may be specified therein WFD and CBNK agree and specify in the Articles of Merger (the date and time the Merger becomes effective being the “Effective Time”). (b) A The closing of the Merger (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Timetime on the Closing Date (as defined below), at the principal offices of TD Banknorth Hxxxx Lovells US LLP in PortlandWashington, MaineD.C., or such other place or at such other place, at such other time, or time on such other date the Closing Date as the Parties parties may mutually agree upon (such date, the “Closing Date”)upon. At the Closing, there shall be delivered to WFD and CBNK the Parties the opinions, certificates and other documents required to be delivered under Article VIII hereof 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 TD Banknorth and TD shall complete the TD Banknorth Stock Sale effective as expiration of any applicable waiting periods, (ii) the approval of the Effective TimeMerger 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”).

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the consummation of the MergerClosing, but subject to the fulfillment or waiver of those conditions), TD Banknorth the parties shall file a certificate cause articles of merger relating to the MHC Merger (the “MHC Articles of Merger”) to be filed with the Secretary of State of the State Commonwealth of Delaware Massachusetts pursuant to the DGCL and Hxxxxx United and TD Banknorth shall file a certificate of merger relating to the Merger with the Department of Treasury, Division of Commercial Recording applicable provisions of the State laws of New Jersey pursuant to the NJBCA (collectively, the “Certificates Commonwealth of Merger”) Massachusetts on (i) a date selected by TD Banknorth Middlesex after such satisfaction or waiver waiver, which is no later than the later of four (A4) five Business Days following after such satisfaction or waiver and (B) the first month end following such satisfaction or waiver waiver, or (ii) such other date to which TD Banknorth and Hxxxxx United the parties may mutually agree in writing, provided that in no event shall unless this Agreement has been theretofore terminated pursuant to its terms or unless extended by mutual agreement of the Certificates of Merger be filed, or the Merger be consummated, prior to January 1, 2006parties. The MHC Merger provided for herein in this Agreement shall become effective upon such filing of the Certificates of Merger or on such date and at such later time as may be specified therein (therein. The date of such filing or such later effective date is in this Agreement called the “MHC Effective Date.” The “MHC Effective Time”)” shall be the time of such filing or as set forth in such filing. The filing of the MHC Articles of Merger shall be made on the Closing Date. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Mid-Tier Merger (the “Mid-Tier Articles of Merger”) to be filed with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCA and Chapter 167H of the Massachusetts General Laws on the MHC Effective Date. The Mid-Tier Merger provided for in this Agreement shall become effective upon such filing or on such date as may be specified therein. The “Mid-Tier Effective Time” shall be the time of such filing or as set forth in such filing, which shall be immediately after the MHC Effective Time. The filing of the Mid-Tier Articles of Merger shall be made on the Closing Date. (c) A closing (the “Closing”) shall take place immediately prior on the date on which the MHC Articles of Merger and the Mid-Tier Articles of Merger are to the Effective be filed at 10:00 a.m. Eastern Time at 10:00 a.m., Eastern Time, at the principal offices of TD Banknorth Xxxxxxx Procter LLP in PortlandBoston, MaineMassachusetts, or at such other place, at such other time, or on such other date as the Parties parties may mutually agree upon in writing (such date, the “Closing Date”), unless this Agreement has been theretofore terminated pursuant to its terms or unless extended by mutual agreement of the parties. At the Closing, there shall be delivered to the Parties Middlesex and Strata the opinions, certificates and other documents required to be delivered under Article VIII hereof and TD Banknorth and TD shall complete the TD Banknorth Stock Sale effective as of the Effective Timehereof.