Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, as soon as practicable on or after the Parties will make all such filings Closing Date (as may hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles consummated by filing a certificate of merger related to (the Merger, which will include the Plan “Delaware Certificate of Merger, that shall be filed ”) with the Department Secretary of State of the State of Florida, Delaware in accordance with the applicable provisions of the DGCL and such documents as provided in required by the FBCA Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Bermuda Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and time when obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger becomes effective as set forth in Sub Certificate of Merger” and together with the Articles Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date time as may be agreed in writing by the Parties may agree; provided that, notwithstanding Company and Quartet and specified in the foregoingCertificates of Merger being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing consummation of the transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place on at the offices of G▇▇▇▇▇▇▇ M▇▇▇▇▇, counsel to Quartet, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at a time and date and time to be specified by the parties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI, or at or immediately prior to such other time, date and location as the Effective Time parties hereto agree in writing (such date, the “Closing Date”) at the offices of CenterState, ). Closing signatures may be transmitted by facsimile or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreementemailed PDF file.

Effective Time; Closing. (a) Subject to As promptly as practicable, but in no event later than three (3) Business Days, after the terms and satisfaction or, if permissible, waiver of the conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in Article IX (other than those conditions that by their nature are to be satisfied at the articles Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing): (i) the Company, Plus Holdings and Prime Merger Sub shall cause the F-Reorg Merger to be consummated by executing a plan of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles F-Reorg Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Company and Prime Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the F-Reorg Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “F-Reorg Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the F-Reorg Merger effective hereinafter (the date and time agreed by each of the parties hereto and specified in the F-Reorg Merger Documents, being the “F-Reorg Time”); (ii) no more than fifteen (15) Business Days following the F-Reorg Merger, PubCo, First Merger Sub and Plus Holdings shall cause the First Merger to be consummated by executing a plan of merger (the “First Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Plus Holdings and First Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “First Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the First Merger effective hereinafter; and, (iii) simultaneously with the First Merger, PubCo, Second Merger Sub and HCIC shall cause the Second Merger to be consummated by filing a certificate of merger related to (the Merger that shall be filed “Certificate of Merger”, and, with the Division of Corporations in First Merger Documents, the Department “Merger Documents”) with the Secretary of State of the State of Delaware, in such form as provided is required by, and executed in accordance with the relevant provisions of the DGCL and mutually agreed by the parties (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when agreed by each of the parties hereto and specified in the Merger becomes effective as set forth in Documents, being the Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the “Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business DayTime”). (b) The closing consummation of the transactions transactions, with the exception of the F-Reorg Merger, contemplated by this Agreement (the “Closing”) shall take place be held at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article IX. The date on a date and time which the Closing shall be at or immediately prior occur is referred to the Effective Time (such date, herein as the “Closing Date.”) at the offices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on a the first Business Day after the date and time hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or immediately prior place. The date on which the Closing actually occurs shall be referred to the Effective Time (such date, herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) at with the offices Secretary of CenterStateState of the State of Delaware, or such in accordance with the relevant provisions of the DGCL and making all other place as filings and recordings required under the Parties may mutually agreeDGCL. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.The term “Effective

Effective Time; Closing. Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) will take place (a) at the offices of O’Melveny & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as soon as practicable following the Acceptance Time or (b) at such other time, date or place as is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger related to the Mergerherein, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), and the a certificate of merger related to satisfying the Merger that shall be filed with the Division applicable requirements of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on ) shall be duly executed by the Company and simultaneously with the Closing Dateshall be filed with the Office of the Secretary of State of the State of Delaware. The “Effective Time” of the Merger shall be become effective upon the later of (i) the latest effective date and time of the filing of the (A) Articles Certificate of Merger and with the Office of the Secretary of State of the State of Delaware (B) Certificate of Merger, or (ii) the date and time when of such filing, or such later time as shall be agreed by Parent and the Merger becomes effective as Company and specified in such filing, being the “Effective Time”). Notwithstanding anything to the contrary set forth in this Agreement, if (i) there exists an uncured Financing Failure on any scheduled Closing Date, (ii) such Financing Failure impedes the Articles ability of Merger Parent or Purchaser to obtain the Financing and pay for Company Shares in the Merger, and (iii) each of the conditions set forth in Article 8 shall otherwise have been satisfied or waived, then Purchaser shall be permitted to delay the Closing Date and the Certificate Effective Time for a period of Mergerup to forty-five (45) business days to permit such Financing Failure to be cured; provided, which however, that notwithstanding any other provision of this Agreement, in the event Purchaser elects to delay the Closing Date pursuant to and in accordance with this Section 3.2, then each of Parent and Purchaser shall be no later than five (5) Business Days after deemed to have irrevocably waived all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business DaySection 8.1. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under by applicable LawLaws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”)FBCA, and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five three (53) Business Days after all of the conditions to the consummation of the Merger Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agreehereof; provided thatprovided, notwithstanding the foregoinghowever, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Daybe no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by to CenterState and NCC HCBF the Articles of Merger, the Certificate Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.

Effective Time; Closing. (a) Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, the closing of the Merger (the “Closing”) shall occur on a date (the “Closing Date”) that is mutually agreed upon by the parties; provided that, in the absence of an agreement, the Closing shall occur on the fifteenth (15th) Business Day of the calendar month following the calendar month during which all of the conditions set forth in Article 9 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, such as the required delivery of the certificates, documents and other closing items listed in Section 2.6 and Section 2.7); provided further, however, that the Closing Date shall be delayed if Independent Accountants have been engaged pursuant to Section 2.11 to make a determination of Adjusted Book Value, and in that event, the Closing Date shall be no later than thirty (30) days after the Engagement Date. The Closing shall occur at a time and place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at 10:00 a.m., Central Time, on the Closing Date at the offices of the Company, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇. Subject to the terms and conditions provisions of this AgreementSection 11.1, the Parties will make all such filings as may be required failure to consummate the Merger Contemplated Transactions on the date and time and at the Bank Merger place determined pursuant to this Section 2.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under applicable Lawthis Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger, as contemplated by the Illinois LLC Act (the “Illinois Articles of Merger”), with the Secretary of State of the State of Illinois, and articles of merger, as contemplated by the GBCM (the “Missouri Articles of Merger”), with the Secretary of State of the State of Missouri. The Merger shall become effective as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth specified in the Illinois Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement (the “ClosingEffective Time”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement).

Effective Time; Closing. The closing of the Merger (athe “Closing”) shall take place at the offices of Smith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Capitol Center, Raleigh, NC 27601, at 10:00 a.m. Eastern Time on the date that is the later of (i) three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date) or (ii) the earlier of (A) the third (3rd) Business Day immediately following the last day of the Marketing Period and (B) the date on which Parent delivers written notice to the Company waiving this clause (ii), which at the option of the Company may be postponed until the third (3rd) Business Day following such date (but, in any event, subject to the satisfaction or waiver (to the extent permissible) by the applicable party of the conditions set forth in Article VII at the Closing); provided, however, that the Closing may be consummated on such other date, time or place as Parent and the Company may mutually agree, or at such other time as the parties hereto agree in writing; provided, further, that in no event shall the Closing take place prior to December 30, 2013 (the “Closing Date”). Subject to the terms and conditions of this Agreement, on the Parties will make all such filings as may be required to consummate Closing Date, the Merger and the Bank Merger under applicable Law. The Merger Company shall become effective as set forth in the execute articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), ) as provided by Section 55-11-05 of the NBCA and deliver the certificate Articles of merger related Merger and any other documents required under the NCBCA to effect the Merger to the Merger that shall be filed with the Division of Corporations in the Department Secretary of State of the State of Delaware, North Carolina for filing as provided in by Section 55-11-05 of the DGCL (the “Certificate of Merger”), each on the Closing DateNCBCA. The “Effective Time” of the Merger shall be become effective at the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth specified in the Articles of Merger (the “Effective Time”). Notwithstanding the foregoing, if the Closing would otherwise be required to occur pursuant to and in accordance with this Section 2.2 on any date prior to December 30, 2013 (the “Scheduled Closing Date”), then the Closing Date shall be extended to such date on or after December 30, 2013 and prior to the Termination Date as shall be mutually agreed in good faith by Parent and the Certificate Company (the “Extended Closing Date”); provided, that if, following good faith negotiation by Parent and the Company, Parent and the Company have not mutually agreed on the date of Mergerthe Extended Closing Date (such agreement not to be unreasonably withheld), which the Extended Closing Date shall be no later than five (5) Business Days after all the Termination Date. In the event that the Scheduled Closing Date has been extended pursuant to the immediately preceding sentence, the obligations of Parent and Merger Sub to consummate the Merger on the Extended Closing Date shall remain subject to the fulfillment or waiver of each of the conditions to the consummation of the Merger set forth in Article VI VII and all other conditions to the occurrence of the Closing Date set forth in this Section 2.2 (other than conditions to be satisfied at the Closingcondition set forth in Section 7.2(g), the satisfaction of which shall be deemed to be waived by Parent to the extent the failure of such condition to be so satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of Extended Closing Date is attributable solely to a Material Adverse Effect that shall have occurred during the month that begins after such fifth (5th) Business Day. (b) The closing of period between the transactions contemplated by this Agreement (Scheduled Closing Date and the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Extended Closing Date”) at the offices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under by applicable LawLaws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Wisconsin Department of State Financial Institutions – Division of the State of FloridaCorporate and Consumer Services, as provided in the FBCA (the “Articles of Merger”)WBCL, and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be become effective on the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five three (53) Business Days after all of the conditions to the consummation of the Merger Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof hereof, or such later other date and time as the Parties may agree; provided that, notwithstanding mutually agree (the foregoing, the Parties agree, if requested by CenterState, that the “Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business DayTime”). (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterStateBarack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇ St. Suite 3900, Chicago, Illinois 60606, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState to BFC and NCC TB the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.

Effective Time; Closing. (a) Subject to Concurrently with the terms and conditions of this AgreementClosing (as defined in Section 2.2(b)), the Parties will make all such filings as may parties shall cause the Mergers to be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth consummated by (i) in the articles case of merger related to the Bergen Merger, which will include the Plan of Merger, that shall be filed filing with the Department of the Treasury of the State of New Jersey (the "New Jersey Treasury Department") a certificate of merger (the "New Jersey Certificate of Merger") in accordance with Section 14A:10-4.1 of the NJBCA and (ii) in the case of the AmeriSource Merger, filing with the Secretary of State of the State of Florida, as provided in the FBCA Delaware (the “Articles "Delaware Secretary of Merger”), and the State") a certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “"Delaware Certificate of Merger”), each on ") in accordance with Section 252 of the Closing DateDGCL. The “Mergers shall become effective (the "Effective Time” of the Merger shall be the later of ") (x) when (i) the latest effective date New Jersey Certificate of Merger has been duly filed with the New Jersey Treasury Department and (ii) the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State or (y) at such later time of filing of as shall be agreed upon by AmeriSource and Bergen and specified in the (A) Articles New Jersey Certificate of Merger and (B) the Delaware Certificate of Merger. (b) Subject to the satisfaction or, if permissible, waiver of the other conditions set forth in Article VII of this Agreement, the closing of the transactions contemplated hereby (the "Closing") shall be held at the offices of Dechert, 4000 ▇▇▇▇ Atlantic Tower, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. New York City time on the third business day following the latest of: (i) the date on which the AmeriSource Shareholders Meeting (as defined in Section 6.2(a)) (including any adjournment or postponement thereof) shall have been held, (ii) the date and time when on which the Merger becomes effective Bergen Shareholders Meeting (as defined in Section 6.3(a)) (including any adjournment or postponement thereof) shall have been held, (iii) the date on which the condition set forth in Section 7.1(b) shall have been satisfied or waived, (iv) the Articles of Merger and date on which the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger condition set forth in Article VI (other than conditions to be satisfied at the Closing, which Section 7.1(e) shall be have been satisfied or waived at waived, (v) the Closingdate on which the condition set forth in Section 7.1(f) shall have been satisfied or waived and (vi) the date on which the condition set forth in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement (the “Closing”Section 7.1(g) shall take place on a date and time which shall be have been satisfied or waived; or at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState, or such other place or time or on such other date as AmeriSource and Bergen may agree. The date on which the Closing will take place is referred to herein as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement"Closing Date."

Effective Time; Closing. The closing of the Merger (athe “Closing”) Subject will take place simultaneously with the execution and delivery hereof by the parties hereto, at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, unless another time or place is mutually agreed upon in writing by Parent and Company. The date upon which the Closing actually occurs is referred to herein as the terms and conditions of this Agreement“Closing Date”. On the Closing Date, the Parties will make all such filings as may be required to consummate parties hereto shall cause the Merger and to be consummated by filing a Certificate of Merger in substantially the Bank Merger under applicable Law. The Merger shall become effective form attached hereto as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed Exhibit A with the Department Secretary of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL Ohio (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or applicable provisions of Ohio Law (the time of the acceptance of such later date filing by the Secretary of State of the State of Ohio shall be referred to herein as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the “Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement (the “ClosingTime”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState, or such other place as the Parties may mutually agree). At or prior to before the Closing, there shall be delivered by CenterState and NCC to the Articles of Merger, the Certificate of Merger and such other Parties all certificates and other documents and items, as applicable, required to be delivered under Article VI, subject to the terms hereof, including, without limitation, the following: (a) Stockholder shall have surrendered the Company Certificates to Parent as provided in Section 2.7(a) hereof; (b) Parent shall have delivered the Merger Consideration to Stockholder as provided in Section 2.7(a) hereof; (c) [RESERVED]; (d) Company shall have delivered its corporate records to Parent as provided in Section 3.1(b) hereof; (e) Company shall have delivered certified resolutions to Parent as provided in Section 3.2 hereof; (f) Company shall have delivered its Financial Statements to Parent as provided in Section 3.3 hereof; (g) Company shall have delivered copies of the Real Property Leases to Parent as provided in Section 3.7 hereof; (h) Company shall have delivered copies of the contracts referred to in Section 3.12 to Parent as provided in Section 3.12 hereof; (i) Company shall have delivered its banking records to Parent and conditions of this Agreementtaken the actions with respect to its bank accounts as provided in Section 3.24 hereof; (j) Parent shall have delivered certified resolutions to Company as provided in Section 4.2 hereof; and (k) [RESERVED].

Effective Time; Closing. (a) Subject to the terms and conditions of Provided that this AgreementAgreement shall not prior thereto have been terminated in accordance with its express terms, the Parties will make all such filings as may be required to consummate closing of the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles Closing”) shall occur at a place and in a manner (including by mail) that is mutually acceptable to Old Second and HeritageBanc, or if they fail to agree, at the offices of Merger”)▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware▇▇▇▇▇ ▇▇▇▇, as provided in the DGCL (the “Certificate of Merger”)▇▇▇▇▇▇▇, each ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than that is five (5) Business Days after the latest to occur of: (i) the receipt of all required approvals or consents of the conditions Regulatory Authorities for the Contemplated Transactions; or (ii) the expiration of all statutory waiting periods relating to such regulatory approvals and the receipt of the approvals of the shareholders of HeritageBanc, or at such other time and place as HeritageBanc and Old Second may agree (the “Closing Date”); provided, however, that in no event shall the Closing Date occur prior to January 1, 2008. Subject to the consummation provisions of ARTICLE 11, failure to consummate the Merger set forth in Article VI (other than conditions to be satisfied on the date and time and at the Closing, which shall be satisfied or waived at place determined pursuant to this Section 2.2 will not result in the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day termination of the month that begins after such fifth (5th) Business Daythis Agreement and will not relieve any party of any obligation under this Agreement. (b) The closing parties hereto agree to file on the Closing Date an appropriate certificate of merger and articles of merger with the Secretary of State of the transactions State of Delaware and the Secretary of State of the State of Illinois, respectively, as contemplated by this Agreement Section 252 of the DGCL and 805 ILCS 5/11.25 and 11.35 of the Illinois BCA, respectively. The Merger shall be effective upon the close of business on the day that such certificate of merger and articles of merger have been duly filed with and accepted by the Secretary of State of the State of Delaware and the Secretary of State of the State of Illinois, respectively (the “ClosingEffective Time”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement).