Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, as provided in the FBCA, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, the closing of the Merger (the “Closing”) shall occur on a date (the “Closing Date”) that is mutually agreed upon by the parties; provided that, in the absence of an agreement, the Closing shall occur on the fifteenth (15th) Business Day of the calendar month following the calendar month during which all of the conditions set forth in Article 9 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, such as the required delivery of the certificates, documents and other closing items listed in Section 2.6 and Section 2.7); provided further, however, that the Closing Date shall be delayed if Independent Accountants have been engaged pursuant to Section 2.11 to make a determination of Adjusted Book Value, and in that event, the Closing Date shall be no later than thirty (30) days after the Engagement Date. The Closing shall occur at a time and place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at 10:00 a.m., Central Time, on the Closing Date at the offices of the Company, located at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx. Subject to the terms and conditions provisions of this AgreementSection 11.1, the Parties will make all such filings as may be required failure to consummate the Merger Contemplated Transactions on the date and time and at the Bank Merger by applicable Laws. The Merger shall become effective as set forth place determined pursuant to this Section 2.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger merger, as contemplated by the Illinois LLC Act (the “Illinois Articles of Merger”) related to the Merger), which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of FloridaIllinois, and articles of merger, as provided in contemplated by the FBCA, on GBCM (the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Missouri Articles of Merger”), or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or Missouri. The Merger shall become effective as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement date and time specified in the Illinois Articles of Merger (the “ClosingEffective Time”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI).

Effective Time; Closing. (a) Subject to As promptly as practicable, but in no event later than three (3) Business Days, after the terms and satisfaction or, if permissible, waiver of the conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in Article IX (other than those conditions that by their nature are to be satisfied at the articles Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing): (i) the Company, Plus Holdings and Prime Merger Sub shall cause the F-Reorg Merger to be consummated by executing a plan of merger (the “Articles F-Reorg Plan of Merger”) related to ), in such form as is required by, and executed in accordance with, the Mergerrelevant provisions of the Cayman Companies Act and mutually agreed by the parties, which will include and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Company and Prime Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the F-Reorg Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “F-Reorg Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the F-Reorg Merger effective hereinafter (the date and time agreed by each of the parties hereto and specified in the F-Reorg Merger Documents, being the “F-Reorg Time”); (ii) no more than fifteen (15) Business Days following the F-Reorg Merger, that PubCo, First Merger Sub and Plus Holdings shall cause the First Merger to be filed consummated by executing a plan of merger (the “First Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Plus Holdings and First Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the Department of State Cayman Registrar as provided in Section 233 of the State Cayman Companies Act (the “First Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of Florida the Cayman Companies Act to make the First Merger effective hereinafter; and, (iii) simultaneously with the First Merger, PubCo, Second Merger Sub and HCIC shall cause the Second Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”, and, with the First Merger Documents, the “Merger Documents”) with the Secretary of State of the State of FloridaDelaware, in such form as provided is required by, and executed in accordance with the FBCA, on the Closing Date. The “Effective Time” relevant provisions of the Merger shall be DGCL and mutually agreed by the later of parties (i) the date and time of filing agreed by each of the Articles of Merger, or (ii) the date parties hereto and time when specified in the Merger becomes effective as set forth in Documents, being the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the “Effective Time shall be no earlier than January 1, 2018Time”). (b) The Bank Merger shall become effective as set forth in consummation of the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed transactions, with the Department of State exception of the State of Florida and the Secretary of State of the State of FloridaF-Reorg Merger, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior be held at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article IX. The date on which the Closing shall occur is referred to the Effective Time (such date, herein as the “Closing Date.”) at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions The closing of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of MergerClosing”) related to the Merger, which will include the Plan of Merger, that shall be filed take place simultaneously with the Department execution and delivery hereof by the parties hereto, at the offices of State Xxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000, unless another time or place is mutually agreed upon in writing by Parent and Company. The date upon which the Closing actually occurs is referred to herein as the “Closing Date”. On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in substantially the State of Florida and form attached hereto as Exhibit A with the Secretary of State of the State of Florida, as provided in Ohio (the FBCA, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles Certificate of Merger”), or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles applicable provisions of merger providing for the Bank Merger Ohio Law (the “Articles of Bank Merger”) that shall be filed with the Department of State time of the State acceptance of Florida and such filing by the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or Ohio shall be referred to herein as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “ClosingEffective Time”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree). At or before the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other Parties all certificates and other documents and items, as applicable, required to be delivered under Article VIthe terms hereof, including, without limitation, the following: (a) Stockholder shall have surrendered the Company Certificates to Parent as provided in Section 2.7(a) hereof; (b) Parent shall have delivered the Merger Consideration to Stockholder as provided in Section 2.7(a) hereof; (c) [RESERVED]; (d) Company shall have delivered its corporate records to Parent as provided in Section 3.1(b) hereof; (e) Company shall have delivered certified resolutions to Parent as provided in Section 3.2 hereof; (f) Company shall have delivered its Financial Statements to Parent as provided in Section 3.3 hereof; (g) Company shall have delivered copies of the Real Property Leases to Parent as provided in Section 3.7 hereof; (h) Company shall have delivered copies of the contracts referred to in Section 3.12 to Parent as provided in Section 3.12 hereof; (i) Company shall have delivered its banking records to Parent and taken the actions with respect to its bank accounts as provided in Section 3.24 hereof; (j) Parent shall have delivered certified resolutions to Company as provided in Section 4.2 hereof; and (k) [RESERVED].

Effective Time; Closing. The closing of the Merger (athe “Closing”) shall take place at the offices of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., 0000 Xxxxx Xxxxx Capitol Center, Raleigh, NC 27601, at 10:00 a.m. Eastern Time on the date that is the later of (i) three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date) or (ii) the earlier of (A) the third (3rd) Business Day immediately following the last day of the Marketing Period and (B) the date on which Parent delivers written notice to the Company waiving this clause (ii), which at the option of the Company may be postponed until the third (3rd) Business Day following such date (but, in any event, subject to the satisfaction or waiver (to the extent permissible) by the applicable party of the conditions set forth in Article VII at the Closing); provided, however, that the Closing may be consummated on such other date, time or place as Parent and the Company may mutually agree, or at such other time as the parties hereto agree in writing; provided, further, that in no event shall the Closing take place prior to December 30, 2013 (the “Closing Date”). Subject to the terms and conditions of this Agreement, on the Parties will make all such filings as may be required to consummate Closing Date, the Merger and the Bank Merger by applicable Laws. The Merger Company shall become effective as set forth in the execute articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State as provided by Section 55-11-05 of the State NBCA and deliver the Articles of Florida Merger and any other documents required under the NCBCA to effect the Merger to the Secretary of State of the State of Florida, North Carolina for filing as provided in by Section 55-11-05 of the FBCA, on the Closing DateNCBCA. The “Effective Time” of the Merger shall be become effective at the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth specified in the Articles of MergerMerger (the “Effective Time”). Notwithstanding the foregoing, which if the Closing would otherwise be required to occur pursuant to and in accordance with this Section 2.2 on any date prior to December 30, 2013 (the “Scheduled Closing Date”), then the Closing Date shall be no later than three extended to such date on or after December 30, 2013 and prior to the Termination Date as shall be mutually agreed in good faith by Parent and the Company (3) Business Days after all the “Extended Closing Date”); provided, that if, following good faith negotiation by Parent and the Company, Parent and the Company have not mutually agreed on the date of the Extended Closing Date (such agreement not to be unreasonably withheld), the Extended Closing Date shall be the Termination Date. In the event that the Scheduled Closing Date has been extended pursuant to the immediately preceding sentence, the obligations of Parent and Merger Sub to consummate the Merger on the Extended Closing Date shall remain subject to the fulfillment or waiver of each of the conditions to the Closing set forth in Article VI VII and all other conditions to the occurrence of the Closing Date set forth in this Section 2.2 (other than conditions to be satisfied at the Closingcondition set forth in Section 7.2(g), the satisfaction of which shall be deemed to be waived by Parent to the extent the failure of such condition to be so satisfied or waived at on the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) Extended Closing Date is attributable solely to a Material Adverse Effect that shall be filed with have occurred during the Department of State of period between the State of Florida Scheduled Closing Date and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Extended Closing Date”) at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will Buyer and Company shall make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger related to the Merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Secretary of the Commonwealth of Massachusetts and the Maryland State Department of State of the State of Florida Assessments and the Secretary of State of the State of Florida, as provided in the FBCA, Taxation on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in Unless otherwise mutually agreed to by the articles of merger providing for parties, the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place beginning immediately prior to by electronic (PDF), facsimile, or overnight courier exchange of executed documents or at the Effective Time offices of Xxx Xxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000, on a date (such date, the “Closing Date”) which is five (5) business days following the last to occur of the receipt of all necessary regulatory and governmental approvals and consents and the expiration of all statutory waiting periods 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, opinions and other instruments and documents to be delivered at Closing)(the “Approval Date”), provided, however, that if the offices Approval Date occurs during the month immediately prior to start of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place the Buyer’s next fiscal quarter the Closing shall occur on the last business day of the month in which the Approval Date occurs with an Effective Time as of 12:01 a.m. on the Parties may mutually agreefirst day of the month of the Buyer’s next fiscal quarter. At the Closing, there shall be delivered to CenterState Buyer and HCBF Company the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VIVI of this Agreement.

Effective Time; Closing. (a) Subject to Concurrently with the terms and conditions of this AgreementClosing (as defined in Section 2.2(b)), the Parties will make all such filings as may parties shall cause the Mergers to be required to consummate the Merger and the Bank Merger consummated by applicable Laws. The Merger shall become effective as set forth (i) in the articles case of the Bergen Merger, filing with the Department of the Treasury of the State of New Jersey (the "New Jersey Treasury Department") a certificate of merger (the “Articles "New Jersey Certificate of Merger”") related to in accordance with Section 14A:10-4.1 of the NJBCA and (ii) in the case of the AmeriSource Merger, which will include the Plan of Merger, that shall be filed filing with the Department of State of the State of Florida and the Secretary of State of the State of Florida, Delaware (the "Delaware Secretary of State") a certificate of merger (the "Delaware Certificate of Merger") in accordance with Section 252 of the DGCL. The Mergers shall become effective (the "Effective Time") (x) when (i) the New Jersey Certificate of Merger has been duly filed with the New Jersey Treasury Department and (ii) the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State or (y) at such later time as provided shall be agreed upon by AmeriSource and Bergen and specified in the FBCANew Jersey Certificate of Merger and the Delaware Certificate of Merger. (b) Subject to the satisfaction or, on the Closing Date. The “Effective Time” if permissible, waiver of the Merger other conditions set forth in Article VII of this Agreement, the closing of the transactions contemplated hereby (the "Closing") shall be held at the later offices of Dechert, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania, xx 10:00 a.m. New Yoxx Xxxx xxxx xx xxx xxxxx xxxxxxxx xxx xxxxxwing the latest of: (i) the date and time of filing of on which the Articles of MergerAmeriSource Shareholders Meeting (as defined in Section 6.2(a)) (including any adjournment or postponement thereof) shall have been held, or (ii) the date and time when on which the Merger becomes effective Bergen Shareholders Meeting (as defined in Section 6.3(a)) (including any adjournment or postponement thereof) shall have been held, (iii) the date on which the condition set forth in Section 7.1(b) shall have been satisfied or waived, (iv) the Articles of Merger, date on which shall be no later than three (3) Business Days after all of the conditions to the Closing condition set forth in Article VI (other than conditions to be satisfied at the Closing, which Section 7.1(e) shall be have been satisfied or waived at waived, (v) the Closingdate on which the condition set forth in Section 7.1(f) shall have been satisfied or waived in accordance with and (vi) the terms hereof; provided, however, date on which the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as condition set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”Section 7.1(g) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) have been satisfied or waived; or at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place or time or on such other date as AmeriSource and Bergen may agree. The date on which the Closing will take place is referred to herein as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI"Closing Date."

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, as provided in the FBCA, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Xxxxxx Axxxxx & Bird LLP, One Atlantic Center, 0000 1000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Each Merger shall become effective as set forth in upon the articles close of business on the date of the filing of Articles of Merger and a plan of merger which shall be consistent with the terms of this Agreement (the “Articles of Merger”) related to the Merger, which will include the "Plan of Merger, that shall be filed ") relating to the merger of each of DBPC and MDC with the Department of State of the State of Florida and into MBAC with the Secretary of State of the State of Florida, as provided in the FBCA, on the Closing Date. The “Effective Time” Ohio pursuant to Section 1701.78 of the Merger shall be the OGCL, unless a later of (i) the date and time of filing of is specified as the effective time in such Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the "Effective Time or as promptly as practicable thereafter. (c) The Time"). A closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place beginning immediately prior to the Effective Time at 11:00 a.m., Cleveland, Ohio Time, on a Business Day agreed to by MCSC and DBPC following the satisfaction or waiver, to the extent permitted hereunder, of the conditions to the consummation of the Merger specified in Articles 7 and 8 of this Agreement (such dateother than the delivery of certificates, opinions and other instruments and documents to be delivered at the “Closing) (the "Closing Date”) "), at the offices of Xxxxxx XxXxxxxx, Xxxxx, Crystal & Bird LLPHaiman Co., One Atlantic CenterL.P.A., 0000 1800 Midland Building, 000 Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx, XxxxxxxXxxxxxxxx, XX Xxxx 00000-0000, or at such other place place, at such other time, or on such other date (which date shall not be later than December 15, 1998) as the Parties MCSC and DBPC may mutually agreeagree upon. At the Closing, there shall be delivered to CenterState MCSC, MBAC and HCBF the Articles of MergerStockholders the opinions, the Articles of Bank Merger and such other certificates and other documents documents, as applicable, required to be delivered under Article VIArticles 7 and 8 hereof. Subject to the fulfillment or waiver at or prior to the Closing of the conditions to its obligations set forth in Articles 7 and 8, at the Closing each of MBAC, DBPC and MDC shall execute and deliver a Plan of Merger and Articles of Merger for filing with the Secretary of State of the State of Ohio. For purposes of this Agreement, a "Business Day" shall be any day (except a Saturday or Sunday) during which banks in the State of Ohio are open for business.

Effective Time; Closing. (a) Subject to Concurrently with the terms and conditions of this AgreementClosing (as defined in Section 2.2(b)), the Parties will make all such filings as may parties shall cause the Mergers to be required to consummate the Merger and the Bank Merger consummated by applicable Laws. The Merger shall become effective as set forth (i) in the articles case of the Bergen Merger, filing with the Department of the Treasury of the State of New Jersey (the "New Jersey Treasury Department") a certificate of merger (the “Articles "New Jersey Certificate of Merger”") related to in accordance with Section 14A:10-4.1 of the NJBCA and (ii) in the case of the AmeriSource Merger, which will include the Plan of Merger, that shall be filed filing with the Department of State of the State of Florida and the Secretary of State of the State of Florida, Delaware (the "Delaware Secretary of State") a certificate of merger (the "Delaware Certificate of Merger") in accordance with Section 252 of the DGCL. The Mergers shall become effective (the "Effective Time") (x) when (i) the New Jersey Certificate of Merger has been duly filed with the New Jersey Treasury Department and (ii) the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State or (y) at such later time as provided shall be agreed upon by AmeriSource and Bergen and specified in the FBCANew Jersey Certificate of Merger and the Delaware Certificate of Merger. (b) Subject to the satisfaction or, if permissible, waiver of the other conditions set forth in Article VII of this Agreement, the closing of the transactions contemplated hereby (the "Closing") shall be held at the offices of Dechert, 4000 Xxxx Atlantic Tower, 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, at 10:00 a.m. New York City time on the Closing Date. The “Effective Time” of third business day following the Merger shall be the later of latest of: (i) the date and time of filing of on which the Articles of MergerAmeriSource Shareholders Meeting (as defined in Section 6.2(a)) (including any adjournment or postponement thereof) shall have been held, or (ii) the date and time when on which the Merger becomes effective Bergen Shareholders Meeting (as defined in Section 6.3(a)) (including any adjournment or postponement thereof) shall have been held, (iii) the date on which the condition set forth in Section 7.1(b) shall have been satisfied or waived, (iv) the Articles of Merger, date on which shall be no later than three (3) Business Days after all of the conditions to the Closing condition set forth in Article VI (other than conditions to be satisfied at the Closing, which Section 7.1(e) shall be have been satisfied or waived at waived, (v) the Closingdate on which the condition set forth in Section 7.1(f) shall have been satisfied or waived in accordance with and (vi) the terms hereof; provided, however, date on which the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as condition set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”Section 7.1(g) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) have been satisfied or waived; or at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place or time or on such other date as AmeriSource and Bergen may agree. The date on which the Closing will take place is referred to herein as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI"Closing Date."

Effective Time; Closing. (a) Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, the closing of the Merger (the “Closing”) shall occur at a place and in a manner (including by mail) that is mutually acceptable to Old Second and HeritageBanc, or if they fail to agree, at the offices of Xxxxxxx & Xxxxx LLP located at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, at 10:00 a.m. on the date that is five (5) Business Days after the latest to occur of: (i) the receipt of all required approvals or consents of the Regulatory Authorities for the Contemplated Transactions; or (ii) the expiration of all statutory waiting periods relating to such regulatory approvals and the receipt of the approvals of the shareholders of HeritageBanc, or at such other time and place as HeritageBanc and Old Second may agree (the “Closing Date”); provided, however, that in no event shall the Closing Date occur prior to January 1, 2008. Subject to the terms and conditions provisions of this AgreementARTICLE 11, the Parties will make all such filings as may be required failure to consummate the Merger on the date and time and at the Bank Merger by applicable Laws. The Merger shall become effective as set forth place determined pursuant to this Section 2.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date an appropriate certificate of merger and articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department Secretary of State of the State of Florida Delaware and the Secretary of State of the State of FloridaIllinois, respectively, as provided in contemplated by Section 252 of the FBCADGCL and 805 ILCS 5/11.25 and 11.35 of the Illinois BCA, on the Closing Daterespectively. The “Effective Time” of the Merger shall be effective upon the later close of (i) business on the date day that such certificate of merger and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be have been duly filed with and accepted by the Department Secretary of State of the State of Florida Delaware and the Secretary of State of the State of FloridaIllinois, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement respectively (the “ClosingEffective Time”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Wisconsin Department of State Financial Institutions – Division of the State of Florida Corporate and the Secretary of State of the State of FloridaConsumer Services, as provided in the FBCAWBCL, on the Closing Date. The “Effective Time” of the Merger shall be become effective on the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, or such other date and time as the Parties may mutually agree (the “Effective Time shall be no earlier than January 1, 2018Time”). (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Xxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Bird Xxxxxxxxx LLP, One Atlantic Center000 X. Xxxxxxx St. Suite 3900, 0000 Xxxx Xxxxxxxxx XxxxxxChicago, Xxxxxxx, XX 00000Illinois 60606, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState BFC and HCBF TB the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI.