Common use of Effective Date and Effective Time Clause in Contracts

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of United, on the last business day of the month in which such fifth business day occurs), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.” (b) Notwithstanding any other provision in this Agreement to the contrary, if United shall exercise its right to delay the Effective Date pursuant to this Section, and a record date for any dividend or other distribution in respect of the United Common Stock is taken during the period of such delay such that the Premier stockholders will not be entitled to participate in such dividend, each stockholder of Premier shall be entitled to receive, upon surrender of the Old Certificates and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Merger Agreement (Premier Community Bankshares Inc)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on either (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of UnitedBuyer, on the last business day of the month in which such fifth business day occurs), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.” (b) Notwithstanding any other provision in this Agreement to the contrary, if United Buyer shall exercise its right to delay the Effective Date pursuant to this SectionSection 2.02(a)(i), and a record date for any dividend or other distribution in respect of the United Buyer Common Stock is taken during the period of such delay such that the Premier Virginia Commerce stockholders will not be entitled to participate in such dividend, each stockholder of Premier Virginia Commerce shall be entitled to receive, upon surrender of the Old Certificates or Book-Entry Shares and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Buyer Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 2 contracts

Sources: Merger Agreement (United Bankshares Inc/Wv), Merger Agreement (Virginia Commerce Bancorp Inc)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on either (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of UnitedBuyer, on the last business day of the month in which such fifth business day occurs), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.” (b) Notwithstanding any other provision in this Agreement to the contrary, if United Buyer shall exercise its right to delay the Effective Date pursuant to this SectionSection 2.02(a)(i), and a record date for any dividend or other distribution in respect of the United Buyer Common Stock is taken during the period of such delay such that the Premier Valley Financial stockholders will not be entitled to participate in such dividend, each stockholder of Premier Valley Financial shall be entitled to receive, upon surrender of the Old Certificates or Book-Entry Shares and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Buyer Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 2 contracts

Sources: Merger Agreement (Valley Financial Corp /Va/), Merger Agreement (BNC Bancorp)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of United, on the last business day of the month in which such fifth business day occurs), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.” (b) Notwithstanding any other provision in this Agreement to the contrary, if United shall exercise its right to delay the Effective Date pursuant to this SectionSection 2.02, and a record date for any dividend or other distribution in respect of the United Common Stock is taken during the period of such delay such that the Premier Centra stockholders will not be entitled to participate in such dividend, each stockholder of Premier Centra shall be entitled to receive, upon surrender of the Old Certificates or Book-Entry Shares and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 2 contracts

Sources: Merger Agreement (United Bankshares Inc/Wv), Merger Agreement (Centra Financial Holdings Inc)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the "Effective Date") to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of UnitedSummit, on the last business day of the month in which such fifth business day occurs), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the "Effective Time." (b) Notwithstanding any other provision in this Agreement to the contrary, if United Summit shall exercise its right to delay the Effective Date pursuant to this SectionSection 2.02(a), and a record date for any dividend or other distribution in respect of the United Summit Common Stock is taken during the period of such delay such that the Premier GAFC stockholders will not be entitled to participate in such dividend, each stockholder of Premier GAFC shall be entitled to receive, upon surrender of the Old Certificates and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Summit Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 1 contract

Sources: Merger Agreement (Greater Atlantic Financial Corp)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIIIVII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on either (i) the fifth business day to occur after the last of the conditions set forth in Article VIII VII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of United, on the last business day of the month in which such fifth business day occursperiod expires), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.” (b) Notwithstanding any other provision in this Agreement to the contrary, if United shall exercise its right to delay the Effective Date pursuant to this SectionSection 2.02(a)(i), and a record date for any dividend or other distribution in respect of the United Common Stock is taken during the period of such delay such that the Premier Georgetown stockholders will not be entitled to participate in such dividend, each stockholder of Premier Georgetown shall be entitled to receive, upon surrender of the Old Certificates or Book-Entry Shares and compliance with the other provisions of Article IVIII, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 1 contract

Sources: Merger Agreement (United Bankshares Inc/Wv)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the "Effective Date") to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII VII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger Agreement (or, at the election of United, on the last business day of the month in which such fifth business day occurs)occurs or, if such fifth business day occurs within the last five business days of such month, on the last business day of the succeeding month) or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the "Effective Time." (b) Notwithstanding any other provision in this Agreement to the contrary, if United shall exercise its right to delay the Effective Date pursuant to this Section, and a record date for any dividend or other distribution in respect of the United Common Stock is taken during the period of such delay such that the Premier stockholders Century Stockholders will not be entitled to participate in such dividend, each stockholder of Premier Century shall be entitled to receive, upon surrender of the Old Certificates and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.other

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Century Bancshares Inc)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of UnitedSummit, on the last business day of the month in which such fifth business day occurs), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.” (b) Notwithstanding any other provision in this Agreement to the contrary, if United Summit shall exercise its right to delay the Effective Date pursuant to this SectionSection 2.02(a), and a record date for any dividend or other distribution in respect of the United Summit Common Stock is taken during the period of such delay such that the Premier GAFC stockholders will not be entitled to participate in such dividend, each stockholder of Premier GAFC shall be entitled to receive, upon surrender of the Old Certificates and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Summit Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 1 contract

Sources: Merger Agreement (Summit Financial Group Inc)

Effective Date and Effective Time. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the "Effective Date") to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII VII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger Agreement (or, at the election of United, on the last business day of the month in which such fifth business day occurs)occurs or, if such fifth business day occurs within the last five business days of such month, on the last business day of the succeeding month) or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the "Effective Time." (b) Notwithstanding any other provision in this Agreement to the contrary, if United shall exercise its right to delay the Effective Date pursuant to this Section, and a record date for any dividend or other distribution in respect of the United Common Stock is taken during the period of such delay such that the Premier stockholders Century Stockholders will not be entitled to participate in such dividend, each stockholder of Premier Century shall be entitled to receive, upon surrender of the Old Certificates and compliance with the other provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (United Bankshares Inc/Wv)