The Closing and Effective Time. 10 Section 4.01 Time and Place of the Closing and Closing Date 10 Section 4.02 Actions to be Taken at the Closing by FNBC 11 Section 4.03 Actions to be Taken at the Closing by SIBC 11 Section 4.04 Effective Time 12
The Closing and Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at such location, date and time to be agreed upon by Syneron and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder), of such conditions), or at such other date as Syneron and the Company shall mutually agree upon in writing. The date upon which the Closing actually occurs pursuant hereto is referred to herein as the “Closing Date.”
The Closing and Effective Time. Section 2(c) of the Agreement is hereby replaced in its entirety with the following:
The Closing and Effective Time. Unless this Agreement shall have been terminated pursuant to Section 10, and subject to the satisfaction or waiver of each of the conditions set forth in Section 7, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place commencing at 11:00 a.m. Central Time on (i) the last Business Day of the month in which all the conditions set forth in Section 7 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) shall have been so satisfied or waived in accordance with this Agreement (the “Condition Satisfaction”) or (ii) if the Condition Satisfaction occurs less than two (2) Business Days prior to the last Business Day of such month and the Parties do not have prior notice that the Condition Satisfaction is reasonably likely to occur during such period, then the Closing shall take place on the last Business Day of the month immediately following the month in which the Condition Satisfaction occurs, in each case unless another date, time or place is agreed to in writing by the Parties. The day on which the Closing actually takes place is referred to herein as the “Closing Date;” provided that, for purposes of the Closing Balance Sheets and any amounts calculated therefrom, the “Closing Date” shall be deemed to be, and the transactions contemplated hereby will be deemed to have occurred at, 11:59 p.m., Central Time, on the last calendar day of the month in which the Closing occurs. The Closing may, with the consent of the Parties, take place by delivery and exchange of documents by facsimile or email transmission with originals to follow by overnight courier.
The Closing and Effective Time. 11 Section 4.01 Time and Place of the Closing and Closing Date 11 Section 4.02 Actions to be Taken at the Closing by Investar 12 Section 4.03 Actions to be Taken at the Closing by Citizens 13 Section 4.04 Effective Time 14 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF CITIZENS AND CITIZENS BANK 14 Section 5.01 Organization and Qualification 14 Section 5.02 Capitalization 15 Section 5.03 Execution and Delivery; No Violation 16 Section 5.04 Compliance with Laws and Regulatory Filings 17 Section 5.05 Citizens Financial Statements 18 Section 5.06 Call Reports 18 Section 5.07 Proceedings 18 Section 5.08 Consents and Approvals 18 Section 5.09 Undisclosed Liabilities 18 Section 5.10 Title to Assets 19 Section 5.11 Personal Property 20 Section 5.12 Absence of Certain Changes or Events 20 Section 5.13 Certain Leases, Contracts and Agreements 22 Section 5.14 Taxes and Tax Returns 24 Section 5.15 Insurance 25 Section 5.16 No Material Adverse Change 26 Section 5.17 Proprietary Rights 26 Section 5.18 Investments 26 Section 5.19 Loan Portfolio and Reserve for Loan Losses 27 Section 5.20 Employee Relationships 28 Section 5.21 Environmental Laws 29 Section 5.22 Regulatory Actions 29 Section 5.23 Accounting Controls 30 Section 5.24 Books and Records 31 Section 5.25 Trust Business 31 Section 5.26 Guaranties 31 Section 5.27 Employee Benefit Plans 31 Section 5.28 Deposits 33 Section 5.29 Derivative Contracts 33 Section 5.30 Shareholders List 33 Section 5.31 Brokers 33 Section 5.32 Application of Takeover Protections; Rights Agreements 33 Section 5.33 Repurchase Agreements 34 Section 5.34 Mortgage Banking Business 34 Section 5.35 Fairness Opinion 35 Section 5.36 Information 35 Section 5.37 Representations Not Misleading 35 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF INVESTAR 35 Section 6.01 Organization and Qualification 36 Section 6.02 Execution and Delivery; No Violation 36 Section 6.03 Proceedings 37 Section 6.04 Consents and Approvals 37 Section 6.05 Investar Financial Statements 37 Section 6.06 No Material Adverse Change 37 Section 6.07 Ability to Pay Merger Consideration 38 ARTICLE VII. CONDUCT OF BUSINESS PENDING THE MERGER 38 Section 7.01 Forbearances 38 Section 7.02 Affirmative Covenants 41 ARTICLE VIII. COVENANTS 42 Section 8.01 Commercially Reasonable Efforts 42 Section 8.02 Litigation and Claims 42 Section 8.03 Corporate Approvals 42 Section 8.04 Consents and Approvals 43 Section 8.05 Public Disclosure 43 Section 8.06 Access; Information 43 Section 8.07 Acquisitio...
The Closing and Effective Time. Unless this Agreement is earlier terminated pursuant to Article VI hereof, and subject to the satisfaction or waiver of each of the conditions set forth in Article V, the closing of the Merger (the "Closing") shall take place one business day following the completion of all closing conditions or waiver thereof but not later than February 20, 2001, at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 unless another place or time is agreed to by Parent and the Company. The date upon which the Closing actually occurs is herein referred to as the "Closing Date." Upon complete satisfaction or satisfactory waiver of all conditions set forth in Article V, on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware (the "Certificate of Merger"), the time of confirmation of such filing by the Secretary of State of the State of Delaware (the "Certificate of Merger"), the time of confirmation of such filing by the Secretary of State of the State of Delaware being referred to herein as the "Effective Time".
