Common use of Effective Time; Closing Clause in Contracts

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two (2) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “"Closing Date”"). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “"Nevada Articles of Merger”"), and articles of merger with the Illinois Secretary of State (the “"Illinois Articles of Merger”"). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “"Effective Time”").

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 through an remotely via the electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror signature pages and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, documents at 10:00 a.m., local Central time, on the date that is two three (23) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles a certificate of merger merger, in a form reasonably agreed by the parties, with the Nevada Secretary of State of the State of Delaware (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles Delaware Certificate of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles Delaware Certificate of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article ARTICLE 8 and Article ARTICLE 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article ARTICLE 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles a certificate of merger merger, as contemplated by the Delaware Act (the “Certificate of Merger”), with the Nevada Secretary of State of the State of Delaware, and an articles of merger, as contemplated by the IBCA (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (of the “Illinois Articles State of Merger”)Iowa. The Merger shall become effective as of the date and time specified in the Nevada Certificate of Merger and the Articles of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror ISBF and the CompanyMidWestOne, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, a.m. on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 receipt of all required approvals or consents of the Regulatory Authorities for the Contemplated Transactions, the expiration of all statutory waiting periods relating to such regulatory approvals and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closingreceipt of the approvals of the shareholders of ISBF and MidWestOne, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror MidWestOne and the Company ISBF may agree in writing (the “Closing Date”). Subject to the provisions of Article 1011, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date an appropriate articles of merger merger, as contemplated by Section 490.1106 of the IBCA, with the Nevada Secretary of State (of the “Nevada Articles State of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”)Iowa. The Merger shall become be effective as upon the close of business on the day the articles of merger has been duly filed with and accepted by the Secretary of State of the date and time specified in the Nevada Articles State of Merger Iowa (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two three (23) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article ARTICLE 8 and Article ARTICLE 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company and Acquiror may agree in writing (the “Closing Date”). Subject to the provisions of Article ARTICLE 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Washington Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two within ten (210) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Notwithstanding the preceding, if the Closing Date would fall on a date that is after December 15, 2014, the parties agree that the Closing Date will be no earlier than January 2, 2015. Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles a certificate of merger with the Illinois Delaware Secretary of State (the “Illinois Articles Delaware Certificate of Merger”), in each case executed in accordance with applicable Legal Requirements. The Merger shall become effective as of the date and time to be agreed upon by the parties and specified in the Nevada Articles of Merger and the Delaware Certificate of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State of the State of Delaware (the “Nevada Articles Delaware Certificate of Merger”), and articles of merger with the Illinois Missouri Secretary of State (the “Illinois Missouri Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles Delaware Certificate of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Missouri Secretary of State (the “Illinois Missouri Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place and in a manner (including by mail) that is mutually acceptable to Acquiror Midland States and the CompanyWaterloo, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇▇▇Polsinelli ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLPSuelthaus PC, located at 2▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ , ▇▇▇▇▇, at 10:00 a.m., local time, a.m. on the date that is two (2) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of (i) either the conditions set forth in Article 8 receipt of all required approvals or consents of the Regulatory Authorities for the Contemplated Transactions or the expiration of all statutory waiting periods relating to such regulatory approvals; and Article 9 (other than those conditions that by their nature are to be satisfied or waived at ii) the Closingreceipt of all required shareholder approvals, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror Waterloo and the Company Midland States may agree in writing (the “Closing Date”). Subject to the provisions of Article 10ARTICLE 11, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 2.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date appropriate articles of merger with the Nevada Secretary of State (of the “Nevada Articles State of Merger”)Illinois, and articles as contemplated by Section 805 ILCS 5/11.25 of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”)BCA. The Merger shall become be effective as upon the close of business on the day that such articles of merger have been duly filed with and accepted by the Secretary of State of the date and time specified in the Nevada Articles State of Merger Illinois (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two within ten (210) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary State of State Wisconsin Department of Financial Institutions Division of Corporate & Consumer Services (the “Nevada Wisconsin Articles of Merger”), and articles of merger executed in accordance with the Illinois Secretary of State (the “Illinois Articles of Merger”)applicable Legal Requirements. The Merger shall become effective as of the date and time to be agreed upon by the parties and specified in the Nevada Wisconsin Articles of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇Barack F▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles a statement of merger with the Nevada Arizona Corporation Commission (the “Arizona Statement of Merger”), and a certificate of merger with the Delaware Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles Delaware Certificate of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles Delaware Certificate of Merger (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror MSTI and the CompanyCitizens, or if they fail to agree, at the offices of BBarack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇Drive, ▇▇▇▇▇ ▇▇▇▇Suite 2700, ▇▇▇▇▇▇▇Chicago, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Illinois 60606, at 10:00 a.m., local time, a.m. on the date that is two ten (210) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) end of the latest to occur calendar month in which all of the following conditions set forth in Article 8 are satisfied: (i) the receipt of the last required regulatory approval of the Merger and Article 9 the expiration of the last requisite waiting period; and (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to ii) the satisfaction or waiver in writing of those conditions) all of the conditions provided for in Articles 9 and 10; whichever is later, or at such other time as Citizens and place as Acquiror and the Company MSTI may agree in writing (the “Closing Date”). Subject to the provisions of Article 1011, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file an appropriate certificate of merger as contemplated by Section 264 of the DGCL and Section 18-209 of the Delaware Act, with the Secretary of State of the State of Delaware. The Merger shall be effective on the Closing Date articles and at the time stated in the certificate of merger filed with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles State of Merger Delaware (the “Effective Time”).

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror the Company and the CompanyAcquiror, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two three (23) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article ARTICLE 8 and Article ARTICLE 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company and Acquiror may agree in writing (the “Closing Date”). Subject to the provisions of Article ARTICLE 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles a certificate of merger with the Nevada Delaware Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles Delaware Certificate of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles Delaware Certificate of Merger (the “Effective Time”). (c) The parties intend that the Closing will be effected, to the extent practicable, by conference call, the electronic delivery of documents, and, if requested by a party, the prior physical exchange of certain other documents and instruments to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) Provided that this Agreement shall not prior thereto have been terminated filing a Certificate of Merger (the "DL Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with its express termsthe relevant provisions of Delaware Law and (b) filing a Certificate of Merger (the "NY Certificate of Merger") executed by Seller and Merger Sub with the Secretary of State of the State of New York in accordance with the relevant provisions of New York Law (the time of such filings, or such later time as may be agreed in writing by the parties and specified in the Certificates of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Certificates of Merger. The closing of the Merger (the “"Closing”") shall occur through an electronic exchange of documents, the mail or at a take place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of Bthe attorneys for Buyer and Merger Sub, Kaufman & Moomjian, LLC, 5▇ ▇▇▇▇▇es ▇▇▇▇▇▇▇▇h Boulevard - ▇▇▇▇▇ ▇▇▇, ▇▇t▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ time and date to be specified by the parties, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on which shall be no later than the date that is two (2) Business Days second business day after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the ClosingVI, but subject to the satisfaction or waiver of those conditions) or at such other time time, date and place location as Acquiror and the Company may parties hereto agree in writing (the “"Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”").

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, documents at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the date of the Closing, the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to that the Company shall file on the Closing Date articles of merger with respect to the Nevada Merger with the Indiana Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing concurrently (ai) Provided that this Agreement shall not prior thereto have been terminated a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with its express termsthe relevant provisions of Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined) and (ii) Articles of Merger with the Secretary of State of the State of Illinois in accordance with the relevant provisions of Illinois Law (the "ARTICLES OF MERGER"). The Certificate of Merger and the Articles of Merger are referred to collectively herein as the "MERGER FILINGS." Unless the context otherwise requires, the term "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Reorganization and the Merger Filings. The closing of the Merger (the “Closing”"CLOSING") shall occur through an electronic exchange of documents, the mail or at a take place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ofessional Corporation, 650 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, at 10:00 a.m.▇▇ a time and date to be specified by the parties, local time, on which shall be no later than the date that is two (2) Business Days second business day after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the ClosingVI, but subject to the satisfaction or waiver of those conditions) or at such other time time, date and place location as Acquiror and the Company may parties hereto agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”"CLOSING DATE").

Effective Time; Closing. On the Closing Date (aas defined below), Merger Sub and the Company will cause the Merger to be consummated by the filing of a certificate of merger (the “Delaware Certificate of Merger”) Provided that this Agreement shall not prior thereto have been terminated with the Secretary of State of Delaware, in accordance with its express termsthe applicable provisions of the DGCL, and a certificate of merger (the “Texas Certificate of Merger” and together with the Delaware Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of Texas, in accordance with the applicable provisions of the TBOC (the time of such filings, or such later time as may be agreed in writing by Parent and the Company and specified in the Certificates of Merger, being the “Effective Time”). Subject to the provisions of ARTICLE VII of this Agreement, the closing of the transactions contemplated by this Agreement, including the Merger (the “Closing”) shall occur through an electronic exchange of documents), the mail or will take place remotely, at a place that is mutually acceptable time and date to Acquiror and be determined by the CompanyParties, or if they fail to agree, at but in no event later than the offices of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two second (22nd) Business Days after Day following the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur each of the conditions set forth in Article 8 and Article 9 ARTICLE VI hereof (other than those conditions that by their nature are to which can be satisfied or waived only at the Closing, but subject to the satisfaction or waiver of those conditions) such conditions at Closing), or at such other time and place as Acquiror may be agreed to by Parent and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10ARTICLE VII of this Agreement, the failure to consummate the Merger Closing on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party Party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).

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”"CLOSING") shall occur through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror MSTI and the CompanyCitizens, or if they fail to agree, at the offices of BBarack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇Drive, ▇▇▇▇▇ ▇▇▇▇Suite 2700, ▇▇▇▇▇▇▇Chicago, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Illinois 60606, at 10:00 a.m., local time, a.m. on the date that is two ten (210) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) end of the latest to occur calendar month in which all of the following conditions set forth in Article 8 are satisfied: (i) the receipt of the last required regulatory approval of the Merger and Article 9 the expiration of the last requisite waiting period; and (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to ii) the satisfaction or waiver in writing of those conditions) all of the conditions provided for in ARTICLES 9 AND 10; whichever is later, or at such other time as Citizens and place as Acquiror and the Company MSTI may agree in writing (the “Closing Date”"CLOSING DATE"). Subject to the provisions of Article 10ARTICLE 11, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file an appropriate certificate of merger as contemplated by Section 264 of the DGCL and Section 18-209 of the Delaware Act, with the Secretary of State of the State of Delaware. The Merger shall be effective on the Closing Date articles and at the time stated in the certificate of merger filed with the Nevada Secretary of State of the State of Delaware (the “Nevada Articles of Merger”), and articles of merger with the Illinois Secretary of State (the “Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”"EFFECTIVE TIME").

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 through an electronic exchange of documents, the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of B▇▇▇▇▇ Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇▇▇ LLP, located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date that is two five (25) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State of the State of Delaware (the “Nevada Articles Delaware Certificate of Merger”), and articles of merger with the Illinois Missouri Secretary of State (the “Illinois Missouri Articles of Merger”). The Merger shall become effective as of the date and time specified in the Nevada Articles of Merger (the “Effective Time”).