Common use of The Closing; Effective Time Clause in Contracts

The Closing; Effective Time. (a) The closing of the Merger and the transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx & Kxxx, S.C., 700 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Days’ written notice (or, at the election of the Company, on the last Business Day of the month) after the last to occur of the following events: (a) receipt of all Consents of Governmental Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated hereby; and (b) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida (the “Florida Secretary of State”) and the Department of Financial Institutions of the State of Wisconsin (the “DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (United Heritage Bankshares of Florida Inc)

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The Closing; Effective Time. (a) The closing of the Merger and the transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx Xxxxxxx & KxxxXxxx, S.C., 700 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Days’ written notice (or, at the election of the Company, on the last Business Day of the month) after the last to occur of the following events: (ai) receipt of all Consents of Governmental Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated hereby; and (bii) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2; provided, however, that, at the Company’s election, the Closing may be deferred until the first Business Day of the calendar month after the month in which the conditions set forth in clauses (i) and (ii), above, have been satisfied. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after Contemporaneously with the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida (the “Florida Secretary of State”) Indiana and the Department of Financial Institutions of the State of Wisconsin (the “WI DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA IBCL and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Marshall & Ilsley Corp/Wi/)

The Closing; Effective Time. (a) The closing of the Merger and the transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx & Kxxx, S.C., 700 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Daysbusiness days’ written notice (or, or at the election of the Company, Company on the last Business Day business day of the month) after the last to occur of the following events: (a) receipt of all Consents consents and approvals of Governmental government Regulatory Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated herebyperiods; and (b) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2stockholders. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger and articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida Kansas (the “Florida Kansas Secretary of State”) and the Department of Financial Institutions of the State of Wisconsin (the “DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA KGCC and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the certificate of merger and articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Gold Banc Corp Inc)

The Closing; Effective Time. (a) The closing of the Merger and the transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx Xxxxxxx & KxxxXxxx, S.C., 700 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Days’ written notice (or, at the election of the Company, on the last Business Day of the month) after the last to occur of the following events: (a) receipt of all Consents of Governmental Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated hereby; and (b) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2; provided, however, that the Closing shall not occur during the last month of any calendar quarter; and provided further, however, that in no event shall the Closing occur prior to July 1, 2007. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after Contemporaneously with the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida Minnesota (the “Florida Minnesota Secretary of State”) and the Department of Financial Institutions of the State of Wisconsin (the “DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA MBCA and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Marshall & Ilsley Corp/Wi/)

The Closing; Effective Time. (a) The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx Xxxxxxx & KxxxXxxx, S.C., 700 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Days’ written notice (or, or at the election of the Company, Company on the last Business Day of the month) after the last to occur of the following events: (a) receipt of all Consents of Governmental Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated hereby; and (b) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after Contemporaneously with the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida Missouri (the “Florida Missouri Secretary of State”) and the Department of Financial Institutions of the State of Wisconsin (the “DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA GBCLM and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

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The Closing; Effective Time. (a) The closing of the Merger and the transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx & Kxxx, S.C., 700 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Days’ written notice (or, at the election of the Company, on the last Business Day of the month) after the last to occur of the following events: (ai) receipt of all Consents of Governmental Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated hereby; and (bii) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2; provided, however, that, at the Company’s election, the Closing may be deferred until the first Business Day of the calendar month after the month in which the conditions set forth in clauses (i) and (ii), above, have been satisfied. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after Contemporaneously with the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida (the “Florida Secretary of State”) Indiana and the Department of Financial Institutions of the State of Wisconsin (the “WI DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA IBCL and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (First Indiana Corp)

The Closing; Effective Time. (a) The closing of the Merger and the transactions contemplated hereby (the “Closing”) shall be held at such time, date (the “Closing Date”) and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Gxxxxxx Xxxxxxx & KxxxXxxx, S.C., 700 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, commencing at 9:00 a.m., Milwaukee time, on a date specified by either party upon five (5) Business Days’ written notice (or, at the election of the Company, on the last Business Day of the month) after the last to occur of the following events: (a) receipt of all Consents of Governmental Authorities legally required to consummate the Merger and the expiration of all statutory waiting periods applicable to the Merger and the other transactions contemplated hereby; and (b) approval of this Agreement and the Merger by the Seller’s stockholders in the manner contemplated by Section 6.2. Scheduling or commencing the Closing shall not constitute a waiver of the conditions set forth in Article VII by either the Company or the Seller. (b) As promptly as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger, as necessary, and any other required documents, with the Secretary of State of the State of Florida (the “Florida Secretary of State”) and the Department of Financial Institutions of the State of Wisconsin (the “DFI”), in such form as required by, and executed in accordance with the relevant provisions of, the FBCA and the WBCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the articles of merger are referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Marshall & Ilsley Corp/Wi/)

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