Common use of Merger Effective Time Clause in Contracts

Merger Effective Time. At the Closing, the parties hereto shall cause a certificate of merger, in a form reasonably satisfactory to the Company and Pioneer (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by Pioneer and the Company and specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”). The Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation, in each case, in accordance with the DGCL. In addition, at the Effective Time, by virtue of the Merger, (a) the Governing Documents of the Surviving Corporation will be amended and restated in their entirety to be in the forms attached as Exhibits K and L, respectively, in each case, until thereafter changed or amended as provided therein or by applicable Law, and (b) the directors and officers of the Company as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Merger Effective Time. At (a) On the ClosingClosing Date, the Parties to the Company Merger shall (1) duly execute and file articles of merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and the MLLCA, and (2) make any other filings, recordings or publications required to be made by the Company or Merger Sub under the MGCL or the MLLCA in connection with the Company Merger. The Company Merger shall become effective upon the acceptance for record of the Articles of Merger by the SDAT or at such other date and time (promptly but not to exceed 30 days from the date the Articles of Merger are accepted for record by the SDAT) as shall be agreed to by the Company and Parent and specified in the Articles of Merger (the time the Company Merger becomes effective being the “Merger Effective Time”). Unless otherwise agreed, the parties hereto shall cause the Merger Effective Time to occur on the Closing Date. (b) On the Closing Date, the Parties to the Partnership Merger will (1) duly execute and file a certificate of merger, in a form reasonably satisfactory to the Company and Pioneer merger (the “Certificate of MergerPartnership Merger Certificate”), to be executed and filed ) with the Secretary of State of the State of DelawareDelaware (the “SOS”) in accordance with the DRULPA and the DLLCA and (2) make any other filings, recordings or publications required to be made by the Partnership or Partnership Merger Sub under the DRULPA or the DLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective on upon the date and time at which the Partnership Merger Certificate of Merger is accepted for filing filed with the SOS or on such other date and time as shall be agreed to by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by Pioneer Company and the Company Parent and specified in the Certificate of Partnership Merger Certificate, but which nonetheless shall be immediately before the Merger Effective Time (the time the Partnership Merger becomes effective being referred to herein as the “Partnership Merger Effective Time”). The Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation, in each case, in accordance with the DGCL. In addition, at the Effective Time, by virtue of the Merger, (a) the Governing Documents of the Surviving Corporation will be amended and restated in their entirety to be in the forms attached as Exhibits K and L, respectively, in each case, until thereafter changed or amended as provided therein or by applicable Law, and (b) the directors and officers of the Company as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Merger Effective Time. At (i) As soon as practicable on the ClosingClosing Date following the filing of the Articles of Arrangement with the Director and the Effective Time of the Arrangement, Parent and/or Merger Sub shall file with the parties hereto shall cause Secretary of State of the State of Delaware a certificate of merger, in a accordance with, and in such form reasonably satisfactory as is required by, the relevant provisions of the DGCL, with respect to the Company and Pioneer Merger (the “Certificate of Merger”), to be executed and . The Merger shall become effective at the time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware , or at such later date and/or time as is agreed by Pioneer and the Company and specified Parent shall agree, in writing and specify in the Certificate of Merger in accordance with the relevant provisions of the DGCL; provided that the Merger shall become effective at the time contemplated in the Arrangement to the fullest extent possible (the time the Merger becomes effective being referred to herein as the “Merger Effective Time”). . (ii) The Merger shall will have the effects set forth in Section 251 this Agreement, the Certificate of Merger and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, the separate existence of Merger Sub shall cease and all of the assets, propertiesproperty, rights, privileges, powers and franchises of the Company Parent and Merger Sub shall vest in the Surviving Corporation Company, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company Parent and Merger Sub shall become the debts, liabilities, obligations liabilities and duties of the Surviving CorporationCompany, in each case, in accordance with case as provided under the DGCL. In addition, at the Effective Time, by virtue of the Merger, (a) the Governing Documents of the Surviving Corporation will be amended and restated in their entirety to be in the forms attached as Exhibits K and L, respectively, in each case, until thereafter changed or amended as provided therein or by applicable Law, and (b) the directors and officers of the Company as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Merger Effective Time. At (a) Prior to the Closing, --------------------- Parent shall prepare, and on the parties hereto Closing Date Parent shall cause a certificate file with the Department of mergerState of the Commonwealth of Pennsylvania, articles of exchange or other appropriate documents (in a form reasonably satisfactory any such case, the "Articles of Exchange") -------------------- executed in accordance with the relevant provisions of the PBCL and shall make all other filings or recordings required under the PBCL to effect the First Step Exchange. The First Step Exchange shall become effective at such time as the Articles of Exchange are duly filed with such Department of State, or at such other time as Newco and Parent shall agree and specify in the Articles of Exchange (the time the First Step Exchange becomes effective being the "Exchange -------- Effective Time"). -------------- (b) Prior to the Closing and after the Exchange Effective Time, Newco and the Company shall prepare, and Pioneer on the Closing Date and after the Exchange Effective Time Newco and the Company shall (i) file with the “Certificate Department of State of the Commonwealth of Pennsylvania, the articles of merger or other appropriate documents (in any such case, the "Pennsylvania Articles of Merger”), ") executed in ------------------------------- accordance with the relevant provisions of the PBCL and shall make all other filings or recordings required under the PBCL to be executed effect the Second Step Merger and filed (ii) thereafter file with the Secretary of State of the State of DelawareIllinois, articles of merger or other appropriate documents (in any such case, the "Illinois Articles of Merger") executed in accordance with the relevant --------------------------- provisions of the IBCA and shall make all other filings or recordings required under the IBCA to effect the Second Step Merger. The Second Step Merger shall become effective on at such time as the date and time at which the Certificate Illinois Articles of Merger is accepted for filing are duly filed as provided by Applicable Law and the Secretary of State of the State of Delaware Illinois has issued a certificate of merger in respect of the Second Step Merger, or at such later date and/or other time as is agreed by Pioneer Newco and the Company shall agree and specified in the Certificate of Merger specify as provided by Applicable Law (the time the Second Step Merger becomes effective being referred to herein as the “"Merger Effective Time”"). The Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation, in each case, in accordance with the DGCL. In addition, at the Effective Time, by virtue of the Merger, (a) the Governing Documents of the Surviving Corporation will be amended and restated in their entirety to be in the forms attached as Exhibits K and L, respectively, in each case, until thereafter changed or amended as provided therein or by applicable Law, and (b) the directors and officers of the Company as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.---------------------

Merger Effective Time. (a) At the Closing, but immediately following the consummation of the Reorganization, the parties hereto shall cause a certificate of merger, in a form reasonably satisfactory to the Company XxXxxxx Companies and Pioneer Acquiror (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of DelawareDelaware with respect to the Merger. The Merger shall become effective on the date and time at which the Certificate of Merger Xxxxxx is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by Pioneer Acquiror and the Company XxXxxxx Companies and specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”). . (b) The Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company Acquiror and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Acquiror and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation, in each case, in accordance with the DGCL. . (c) In addition, at the Effective Time, by virtue of the Merger, (a) the Governing Documents of the Surviving Corporation will be amended and restated in their entirety to be in the forms attached hereto as Exhibits K Exhibit B and LExhibit C, respectively, in each case, until thereafter changed or amended as provided therein or by applicable Law, and (b) the directors and officers of the Company Merger Sub as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Merger Effective Time. At (a) Upon the Closingterms and subject to the conditions set forth in this Agreement, the parties hereto Parties shall cause the SPAC Merger to be consummated by filing a certificate Certificate of mergerMerger, in a the form reasonably satisfactory to the Company and Pioneer be mutually agreed upon by Parties (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL, and the time of such filings, or at such later date and/or other time as is agreed by Pioneer the Parties may agree in writing and the Company and specified specify in the Certificate of Merger shall be the date on which the SPAC Merger becomes effective (such date and time as the time the SPAC Merger becomes effective being referred to herein as the “Merger Effective Time”). The . (b) At the Merger shall have Effective Time, the effects set forth effect of the SPAC Merger will be as provided in Section 251 this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights and privileges of the assetseach of SPAC, properties, rights, privileges, powers and franchises of the Company and SPAC Merger Sub shall vest in the Surviving Corporation CBL Company and all debts, liabilities, obligations, restrictions, disabilities obligations and duties of each of the Company SPAC and SPAC Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation, in each case, in accordance with CBL Company. (c) At the DGCL. In addition, at the Effective Time, by virtue consummation of the MergerTransactions, (a) the Governing Documents of the Surviving Corporation will PubCo shall be amended and restated in their entirety to be in the forms attached as Exhibits K form agreed between SPAC and L, respectively, in each case, the Company (the “PubCo A&R Charter”) until thereafter changed or amended as provided therein or by applicable Law, Legal Requirements. (d) From and (b) after the directors and officers consummation of the Company as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationTransactions, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is successors are duly elected or appointed and qualifiedqualified in accordance with applicable Legal Requirements and the PubCo A&R Charter, the board of directors of PubCo shall be comprised of seven (7) directors, five (5) of which shall be the directors set forth on Section 2.2(d) of the Company Disclosure Letter, and the remaining two (2) independent directors (as defined by Nasdaq and Rule 10A-3 promulgated under the Exchange Act) shall be designated by the Company, subject to SPAC’s reasonable consent in writing and, to the extent necessary, shall satisfy Nasdaq (or until such other public stock market or exchange in the earlier United States as may be agreed by the Company and SPAC) diversity requirements. The officers of their death, resignation or removalPubCo shall be designated by the Company in writing. (e) The Parties shall take all actions necessary to ensure that the name of PubCo and the Company immediately following the Closing is that which is reasonably agreed to by the Company and SPAC.