Common use of EFFECTIVE TIME OF THE MERGERS; CLOSING Clause in Contracts

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. (b) Subject to the terms and conditions of this Agreement, the closing of the Mergers and all related transactions contemplated by this Agreement and the ancillary agreements (the "CLOSING") shall take place at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx in New York, New York at 10:00 A.M., local time, as promptly as practicable (and in any event within three business days) after the last of the conditions set forth in Article VIII hereof is fulfilled or waived (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 at the Closing), or at such other time and date and place as the parties shall mutually agree. The date on which the Closing occurs is referred to herein as the "CLOSING DATE". (c) The Mergers shall have the effects set forth in the HBCA and the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL), including without limitation, in the case of both Mergers, SECTION 414-316 of the HBCA and Section 18-209 of the DLLCA (or, if any Drop-Down Condition is satisfied, SECTION 259 of the DGCL). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the properties, rights, privileges, immunities, powers and franchises of A and Newco A Sub shall vest in the A Surviving Entity, and all debts, liabilities, obligations and duties of A and Newco A Sub shall become the debts, liabilities, obligations and duties of the A Surviving Entity, and (ii) all the properties, rights, privileges, immunities, powers and franchises of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall vest in the B Surviving Entity, and all debts, liabilities, obligations and duties of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall become the debts, liabilities, obligations and duties of the B Surviving Entity.

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. (b) Subject to the terms and conditions of this Agreement, the closing of the Mergers and all related transactions contemplated by this Agreement and the ancillary agreements (the "CLOSING") shall take place at the offices of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton in New York, New York at 10:00 A.M., local time, as promptly as practicable prxxxxxy ax xxxxxxcable (and in any event within three business days) after the last of the conditions set forth in Article VIII hereof is fulfilled or waived (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 at the Closing), or at such other time and date and place as the parties shall mutually agree. The date on which the Closing occurs is referred to herein as the "CLOSING DATE". (c) The Mergers shall have the effects set forth in the HBCA and the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL), including without limitation, in the case of both Mergers, SECTION 414-316 of the HBCA and Section 18-209 of the DLLCA (or, if any Drop-Down Condition is satisfied, SECTION 259 of the DGCL). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the properties, rights, privileges, immunities, powers and franchises of A and Newco A Sub shall vest in the A Surviving Entity, and all debts, liabilities, obligations and duties of A and Newco A Sub shall become the debts, liabilities, obligations and duties of the A Surviving Entity, and (ii) all the properties, rights, privileges, immunities, powers and franchises of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall vest in the B Surviving Entity, and all debts, liabilities, obligations and duties of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall become the debts, liabilities, obligations and duties of the B Surviving Entity.

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 MERGERArticles of Merger") and (ii) certificates of merger (the "CERTIFICATES OF MERGERCertificates 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 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 TIMEEffective 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. (b) Subject to the terms and conditions of this Agreement, the closing of the Mergers and all related transactions contemplated by this Agreement and the ancillary agreements (the "CLOSINGClosing") shall take place at the offices of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton in New York, New York at 10:00 A.M., local time, as promptly as practicable xx xxompxxx xx xracticable (and in any event within three business days) after the last of the conditions set forth in Article VIII hereof is fulfilled or waived (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 at the Closing), or at such other time and date and place as the parties shall mutually agree. The date on which the Closing occurs is referred to herein as the "CLOSING DATEClosing Date". (c) The Mergers shall have the effects set forth in the HBCA and the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL), including without limitation, in the case of both Mergers, SECTION Section 414-316 of the HBCA and Section 18-209 of the DLLCA (or, if any Drop-Down Condition is satisfied, SECTION Section 259 of the DGCL). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the properties, rights, privileges, immunities, powers and franchises of A and Newco A Sub shall vest in the A Surviving Entity, and all debts, liabilities, obligations and duties of A and Newco A Sub shall become the debts, liabilities, obligations and duties of the A Surviving Entity, and (ii) all the properties, rights, privileges, immunities, powers and franchises of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall vest in the B Surviving Entity, and all debts, liabilities, obligations and duties of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall become the debts, liabilities, obligations and duties of the B Surviving Entity.

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 As soon as practicable on the Closing Date (as defined below). Each , (a) the Company and Merger Sub shall cause to be filed a certificate of merger (the “Certificate of Merger”) with the Office of the Mergers 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 upon at such filings time as the Certificate of Merger is duly filed with the Xxxxxxxx Islands Registrar (or at such later date and time thereafter as may be mutually agreed upon by the parties shall agree Company, Parent and as shall be provided the Merger Sub and specified in the Articles Certificate of Merger and in accordance with the Certificates of Merger (the "EFFECTIVE TIME"MILLCA). Notwithstanding anything that may be As used in this Agreement, the term “Effective Time” with respect to the contrary in Merger shall mean the foregoing, date and time when the parties shall cause the Articles of Merger and the Certificates of Merger becomes effective. Unless this Agreement has been terminated pursuant to specify the same Effective Time for the A Merger and the B Merger. (b) Subject to the terms and conditions of this AgreementSection 10.1, the closing of the Mergers and all related transactions contemplated by this Agreement and the ancillary agreements Merger (the "CLOSING"“Closing”) shall take place at the offices of ClearyXxxxxx & Xxxxxx LLP, GottliebXxx Xxxxxxx Xxxx Xxxxx, Xxxxx & Xxxxxxxx in New YorkXxx Xxxx, New York at 10:00 A.M.XX 00000, local time, as promptly as practicable on the third (and in any event within three business days3rd) Business Day after the last of date the conditions set forth in Article VIII hereof is fulfilled or waived VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or 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 date and place as the parties shall Seller may mutually agreeagree in writing. The date on which the Closing occurs actually takes place is referred to herein as the "CLOSING DATE"“Closing Date”. (c) The Mergers shall have the effects set forth in the HBCA and the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL), including without limitation, in the case of both Mergers, SECTION 414-316 of the HBCA and Section 18-209 of the DLLCA (or, if any Drop-Down Condition is satisfied, SECTION 259 of the DGCL). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the properties, rights, privileges, immunities, powers and franchises of A and Newco A Sub shall vest in the A Surviving Entity, and all debts, liabilities, obligations and duties of A and Newco A Sub shall become the debts, liabilities, obligations and duties of the A Surviving Entity, and (ii) all the properties, rights, privileges, immunities, powers and franchises of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall vest in the B Surviving Entity, and all debts, liabilities, obligations and duties of B and Newco B LLC (or, if any Drop-Down Condition is satisfied, the Company) shall become the debts, liabilities, obligations and duties of the B Surviving Entity.