The Merger Closing Effective Time Clause Samples

The Merger Closing Effective Time. 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

The Merger Closing Effective Time. (a) Subject to the terms and conditions of this Agreement and in accordance with the applicable laws of the Commonwealth of Pennsylvania, at the Effective Time (as defined in Section 1.1(c)), SBI Merger Sub shall be merged with and into Cardinal and the separate corporate existence of SBI Merger Sub shall thereupon cease. Cardinal shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue to be governed by the laws of the Commonwealth of Pennsylvania and shall continue to be a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and the separate corporate existence of Cardinal with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The name of the Surviving Corporation shall be "Susquehanna Bancshares West, Inc." The Merger shall have the effects specified in the Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"). (b) The closing of the Merger (the "Closing") shall take place at such place and time and on such date as shall be agreed upon by all parties, which date shall not be later than the 30th business day after (i) the last approval of required governmental authorities is granted and any related waiting periods expire, (ii) the lifting, discharge or dismissal of any stay of any such governmental approval or of any injunction against the Merger and (iii) all shareholder approvals required by the parties hereunder are received. (c) Immediately following the Closing, and provided that this Agreement has not been terminated or abandoned pursuant to Article VI hereof, SBI Merger Sub and Cardinal will cause articles of merger (the "Articles of Merger") to be delivered and properly filed with the Department of State of the Commonwealth of Pennsylvania (the "Department of State"). The Merger shall become effective at 11:59 p.m. on the day the Articles of Merger are filed with the Department of State (the "Effective Time"). The "Effective Date" when used herein means the day on which the Effective Time for the Merger occurs.

The Merger Closing Effective Time. The Merger 2 1.2. Closing 2 1.3. Effective Time 2

The Merger Closing Effective Time. The Mergers.

The Merger Closing Effective Time. The Merger 11 Section 2.2 Closing 11 Section 2.3 Effective Time 11

The Merger Closing Effective Time. The Merger Agreement provides that, following the consummation of the Offer and on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, the Purchaser will be merged with and into Barrier and Barrier will be the surviving corporation. The closing date of the Merger will occur no later than the fifth business day after satisfaction or waiver of all of the conditions to the Merger (other than those conditions that by their nature are to be satisfied at the closing) set forth in the Merger Agreement (or such other date as Purchaser and Barrier may agree in writing), which conditions are described below in “Conditions to the Merger.” The Effective Time will occur upon filing of the articles of merger with the Secretary of State of the State of Delaware or at such later time specified in the articles of merger in accordance with the DGCL.

The Merger Closing Effective Time. 9 2.1 The Merger. 9 2.2 Closing. 9 2.3 Effective Time. 9 2.4 The Memorandum and Articles of Association. 9 2.5 Directors. 9 2.6 Officers. 9

The Merger Closing Effective Time. 1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and the Company shall continue its separate corporate existence under the laws of the state of Georgia, and all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article III hereof. The Merger shall have the effects specified in the Georgia Business Corporation Code, as amended (the "GBCC").

The Merger Closing Effective Time. (a) At the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL and upon the terms and subject to the conditions hereof. Upon consummation of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). (b) Subject to the provisions of Article IX, the closing of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as reasonably practicable after the satisfaction or waiver of the conditions set forth in Article IX. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. (c) The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.