EFFECTIVE TIME OF THE MERGERS; CLOSING. (a) Subject to the conditions of this Agreement, the parties shall cause each of the Mergers to be consummated simultaneously by filing (i) articles of merger with respect to each such Merger complying with Section 414-315 of the HBCA with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii (the "ARTICLES OF MERGER") and (ii) certificates of merger (the "CERTIFICATES OF MERGER") with respect to each such Merger complying with Section 18-209 of the DLLCA (or, if any Drop-Down Condition is satisfied, SECTION 252(c) of the DGCL) with the Secretary of State of the State of Delaware, in each case at the same time on the Closing Date (as defined below). Each of the Mergers shall become effective upon such filings or at such time thereafter as the parties shall agree and as shall be provided in the Articles of Merger and the Certificates of Merger (the "EFFECTIVE TIME"). Notwithstanding anything that may be to the contrary in the foregoing, the parties shall cause the Articles of Merger and the Certificates of Merger to specify the same Effective Time for the A Merger and the B Merger.
EFFECTIVE TIME OF THE MERGERS; CLOSING. (a) On the Closing Date, (i) with respect to the Enova Merger, the parties thereto shall file the merger agreement in substantially the form attached as Exhibit 1.02(a)(i) with the Secretary of State of the State of California in such form as required by, and executed in accordance with the relevant provisions of, California Law (the "ENOVA MERGER AGREEMENT"), and (ii) with respect to the Pacific Merger, the parties thereto shall file the merger agreement in substantially the form attached as Exhibit 1.02(a)(ii) with the Secretary of State of the State of California, in such form as required by, and executed in accordance with the relevant provisions of, California Law (the "PACIFIC MERGER AGREEMENT"). The Enova Merger shall become effective at the time specified in the Enova Merger Agreement (the "ENOVA EFFECTIVE TIME"), and the Pacific Merger shall become effective at the time specified in the Pacific Merger Agreement (the "PACIFIC EFFECTIVE TIME"). The effective time specified in the Enova Merger Agreement shall also be the effective time specified in the Pacific Merger Agreement. The term "EFFECTIVE TIME" shall mean the time and date of the Pacific Effective Time.
EFFECTIVE TIME OF THE MERGERS; CLOSING. As soon as practicable on the Closing Date (as defined below), (a) Poseidon Holdco and Poseidon Merger Sub shall cause to be filed a certificate of merger (the “Poseidon Certificate of Merger”) with the Office of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands (the “Xxxxxxxx Islands Registrar”), which shall be in such form as is required by, and executed and acknowledged in accordance with, the MILLCA, (b) K&T Holdco and K&T Merger Sub shall cause to be filed a certificate of merger (the “K&T Certificate of Merger”) with the Xxxxxxxx Islands Registrar, which shall be in such
EFFECTIVE TIME OF THE MERGERS; CLOSING. As soon as practicable on the Closing Date (as defined below), (a) the Company and Merger Sub shall cause to be filed a certificate of merger (the “Certificate of Merger”) with the Office of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands (the “Xxxxxxxx Islands Registrar”), which shall be in such form as is required by, and executed and acknowledged in accordance with, the MILLCA, and (b) the Company, Parent and the Merger Sub shall make all other filings or recordings required by the MILLCA in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Xxxxxxxx Islands Registrar (or at such later date and time as may be mutually agreed upon by the Company, Parent and the Merger Sub and specified in the Certificate of Merger in accordance with the MILLCA). As used in this Agreement, the term “Effective Time” with respect to the Merger shall mean the date and time when the Merger becomes effective. Unless this Agreement has been terminated pursuant to Section 10.1, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, on the third (3rd) Business Day after the date the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and Seller may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date”.
