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 to be filed with the Secretary of State of the State of Washington pursuant to the WBCA on (i) the last Business Day of the month during which such satisfaction or waiver occurs, 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 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 at the offices of Xxxxxx Xxxxx LLP, 0000 X Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or at such other place as the parties may mutually agree upon, on the Effective Date. At the Closing, there shall be delivered to Opus and CFC the documents required to be delivered under Article VII hereof.

Appears in 1 contract

Samples: Merger Agreement (Cascade Financial Corp)

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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 a certificate of merger relating to the Merger to be filed with the Secretary of State of the State of Delaware pursuant to the DGCL (the “Delaware Certificate of Merger”) and articles of merger relating to the Merger to be filed with the Secretary of State of the State of Washington pursuant to Nevada (the WBCA “Nevada Articles of Merger”) on (i) the last fifth Business Day of the month during which following such satisfaction or waiver occurswaiver, 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 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 at the offices of Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 X Xxxxxx1999 Avenue of the Stars, XX00xx Xxxxx, XxxxxxxxxxXxx Xxxxxxx, XX Xxxxxxxxxx 00000, or at such other place as the parties may mutually agree upon, on the Effective Date. At the Closing, there shall be delivered to Opus Washington Mutual and CFC CCBI the documents required to be delivered under Article VII hereof.

Appears in 1 contract

Samples: Merger Agreement (Commercial Capital Bancorp Inc)

Effective Date and Effective Time; Closing. (a) Subject The closing of the Transaction (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of DLA Piper US LLP at 6225 Xxxxx Xxxxxx, Baltimore, Maryland 21209, 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 Acquiror and Target the certificates and other documents required to be delivered under Article IX hereof. It is the parties’ goal that the Closing Date shall occur no later than December 31, 2006. (b) As soon as practicable upon satisfaction or waiver of the conditions set forth in Article VII IX (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), at the closing, the parties shall cause articles Articles of merger relating to Merger in the Merger form of Exhibit C hereto (the “Articles of Merger”) to be filed with the Secretary State Department of State Assessments and Taxation of Maryland (the State of Washington “SDAT”) pursuant to the WBCA on (i) the last Business Day of the month during which such satisfaction or waiver occurs, or (ii) such other date to which the parties may mutually agree in writingMGCL. The Merger provided for herein shall become effective upon at such filings time as the Articles of Merger have been accepted for record by the SDAT, or on such date as may be specified therein. The later time (not to exceed 30 days from the date of filing) designated by the parties in the Articles of Merger in accordance with the MGCL; provided, however, that such filings is herein called time shall not be on a date later than the Outside Date (the “Effective DateTime”).” 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 at the offices of Xxxxxx Xxxxx LLP, 0000 X Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or at such other place as the parties may mutually agree upon, on the Effective Date. At the Closing, there shall be delivered to Opus and CFC the documents required to be delivered under Article VII hereof.

Appears in 1 contract

Samples: Purchase Agreement and Agreement and Plan of Merger (Corporate Office Properties Trust)

Effective Date and Effective Time; Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article Articles VI, VII and VIII (as applicable) (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 Delaware pursuant to the WBCA DGCL on (i) the last Business Day of the month during which a date selected by Wescorp after such satisfaction or waiver occurs, or (ii) such other date to which the parties may mutually agree in writingwaiver. The Merger provided for herein shall become effective upon such filings or on such other date as may be specified therein. The , which effective date of such filings is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or otherwise as set forth in such filings. (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at the offices of Xxxxxx Xxxxx LLP, 0000 X Xxxxxxxxxx Xxxxxx, XXXxxxx 0000, XxxxxxxxxxXxxxxx, XX 00000Xxxxxxxx 00000 at 10:00 a.m., Denver, Colorado time, or at such other place place, at such other time, or on such other date as the parties may mutually agree upon, on upon (such date is referred to as the Effective “Closing Date”). At the Closing, there shall be delivered to Opus Wescorp and CFC USA the certificates and other documents required to be delivered under Article Articles VII and VIII (as applicable) hereof.

Appears in 1 contract

Samples: Merger Agreement (Wescorp Energy Inc)

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Effective Date and Effective Time; Closing. (a) Subject The closing of the Transaction (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of DLA Piper US LLP at 6200 Xxxxx Xxxxxx, Baltimore, Maryland 21209, 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 Acquiror and Target the certificates and other documents required to be delivered under Article IX hereof. It is the parties’ goal that the Closing Date shall occur no later than December 31, 2006. (b) As soon as practicable upon satisfaction or waiver of the conditions set forth in Article VII IX (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), at the closing, the parties shall cause articles Articles of merger relating to Merger in the Merger form of Exhibit C hereto (the “Articles of Merger”) to be filed with the Secretary State Department of State Assessments and Taxation of Maryland (the State of Washington “SDAT”) pursuant to the WBCA on (i) the last Business Day of the month during which such satisfaction or waiver occurs, or (ii) such other date to which the parties may mutually agree in writingMGCL. The Merger provided for herein shall become effective upon at such filings time as the Articles of Merger have been accepted for record by the SDAT, or on such date as may be specified therein. The later time (not to exceed 30 days from the date of filing) designated by the parties in the Articles of Merger in accordance with the MGCL; provided, however, that such filings is herein called time shall not be on a date later than the Outside Date (the “Effective DateTime”).” 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 at the offices of Xxxxxx Xxxxx LLP, 0000 X Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or at such other place as the parties may mutually agree upon, on the Effective Date. At the Closing, there shall be delivered to Opus and CFC the documents required to be delivered under Article VII hereof.

Appears in 1 contract

Samples: Purchase Agreement (Corporate Office Properties Trust)

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 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) the last Business Day of the month during which a date selected by Parent after such satisfaction or waiver occurswhich 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 at the offices of Xxxxxx Xxxxx LLP, 0000 X Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or at such other place as the parties may mutually agree upon, on the Effective Date. At the Closing, there shall be delivered to Opus and CFC the documents required to be delivered under Article VII hereof.

Appears in 1 contract

Samples: Merger Agreement (Banknorth Group Inc/Me)

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