Common use of Effective Date and Closing Clause in Contracts

Effective Date and Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article IX, unless this Agreement is earlier terminated in accordance with Article X, the consummation of the Transactions (the “Closing”) shall take place by electronic exchange of executed documents (other than the filing of the Merger Certificates) on a date and at a time to be agreed upon by the Parties, which date shall be no later than the second (2nd) Business Day after all the Closing conditions to this Agreement have been satisfied or, if permissible, waived (other than those conditions that by their nature are required to be satisfied at the 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), or at such other date, time or place (including remotely) as the Parties may mutually agree (the date and time at which the Closing is actually held being the “Closing Date”). (b) At the Closing and on the Effective Date, the Parties shall cause the consummation of the Mergers to occur, upon the terms and subject to the conditions of this Agreement, such that the Parties shall cause the Merger Certificates to be filed with the Delaware and Louisiana Secretaries of State (as applicable) in accordance with Article III, so that the Mergers will become effective at the Effective Time.

Effective Date and Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in Article IX, unless this Agreement is earlier terminated in accordance with Article X, the consummation of the Transactions (the “Closing”) shall take place by electronic exchange of executed documents (other than the filing of the Merger CertificatesArticles of Merger) on a date and at a time to be agreed upon by the Parties, which date shall be no later than the second (2nd) Business Day after all the Closing conditions to this Agreement have been satisfied or, if permissible, waived (other than those conditions that by their nature are required to be satisfied at the 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), or at such other date, time or place (including remotely) as the Parties may mutually agree (the date and time at which the Closing is actually held being the “Closing Date”). (b) At the Closing and on the Effective Date, the Parties shall cause the consummation of the Mergers Merger to occur, upon the terms and subject to the conditions of this Agreement, such that the Parties Southern and Merger SubCo shall cause the Articles of Merger Certificates to be filed with the Delaware and Louisiana Secretaries of State (as applicable) in accordance with Article III, so that the Mergers Merger will become effective at the Effective Time.