Common use of The Merger Closing Effective Time Clause in Contracts

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. (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 Interim Bank shall be merged with and into Cardinal Bank and the separate corporate existence of SBI Merger Sub Interim Bank shall thereupon cease. Cardinal Bank shall be the surviving corporation bank in the Merger (sometimes hereinafter referred to as the "Surviving CorporationBank") 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 amendedPennsylvania state chartered commercial bank, and the separate corporate existence of Cardinal Bank with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The name of the Surviving Corporation Bank shall be "Susquehanna Bancshares West, Inc.First Capitol Bank." The Merger shall have the effects specified in the Pennsylvania Banking Code of 1965, as amended ("Banking Code") and 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 following three (3) business days' notice to Bank, 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 Interim Bank and Cardinal Bank will request that the Pennsylvania Department of Banking ("Banking Department") cause the 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 time specified by the Department of State Banking in its transmittal to the Department of State, which, at the request of SBI, shall be at 12:01 a.m. on the business day of the Closing (the "Effective Time"). The "Effective Date" when used herein means the day on which the Effective Time for the Merger occurs.