Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder of KFY Delaware and the shareholders of KFY California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the shareholders of BARRA California and the sole stockholder of KFY BARRA Delaware and the shareholders of KFY California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement Agreement, together with any and all other necessary documents and instruments meeting the requirements of the California General Corporation Law of the State of California, shall have been filed with the Secretary of State of the State of California. The date This Agreement and time when the Merger shall become effective, as aforesaid, is herein called effective upon the filing of an executed Certificate of Merger or an executed counterpart of this Agreement with the Secretary of State of the State of Delaware (the "Effective Date of the MergerDate")."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder stockholders of KFY Delaware and the shareholders of KFY California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the stockholders of the Dura California and the sole stockholder of KFY Dura Delaware and the shareholders of KFY California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting Agreement, a Certificate of Ownership or any other document filed with the requirements Secretary of State of the California General Corporation Law State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, effective as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder stockholders of KFY Delaware and the shareholders of KFY California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (aA) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder stockholders of KFY Delaware and the shareholders of KFY California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (bB) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (cC) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (dD) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effectiveeffective on November 22, 1996, or such later date as aforesaid, is herein called the foregoing actions have been completed (the "Effective Date of the Merger")."

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the stockholders of ENCAD California and the sole stockholder of KFY ENCAD Delaware and the shareholders of KFY California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting Agreement, a Certificate of Ownership or any other document filed with the requirements Secretary of State of the California General Corporation Law State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, effective as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder board of KFY Delaware and directors and/or the shareholders stockholders of KFY California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the and California General Corporation Law shall have been filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, respectively. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder shareholders or stockholders of KFY Delaware and the shareholders of KFY California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate Agreement of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate Agreement of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been was adopted and approved by the sole stockholder of KFY Delaware and the shareholders of KFY California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw on October 1, 1996 and December 19, 1996, respectively; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder of KFY Delaware and the shareholders of KFY California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall and required under the California General Corporation Law and the Delaware General Corporation Law have been satisfied or duly waived by the party entitled to satisfaction thereof, which conditions shall include, without limitation, obtaining all necessary regulatory approvals, including, without limitation, the approval (or waiver of any approval requirements) of the Board of Governors of the Federal Reserve System and the California Commissioner of Financial Institutions; (b) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law has been filed with the Secretary of State of the State of California; and (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have has been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, effective is herein called the "Effective Date Time of the Merger."

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the stockholders of AMS and the sole stockholder of KFY Delaware and the shareholders of KFY California, NQL in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed counterpart of this Agreement, a Certificate of Merger or an executed counterpart any other document filed with the Secretary of this Merger Agreement meeting the requirements State of the California General Corporation Law State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, effective as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall will become effective when the following actions shall will have been completed: (a) This Merger Agreement and the Merger shall will have been adopted and approved by the sole stockholder of KFY Acacia Delaware and the shareholders of KFY Acacia California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall will have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall will have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law shall will have been filed with the Secretary of State of the State of California. The date and time when the Merger shall will become effective, as aforesaid, is herein called the "Effective Date of the MergerEFFECTIVE DATE OF THE MERGER."