Common use of Effective Times Clause in Contracts

Effective Times. (a) On the Closing Date, REIT II, REIT III and Merger Sub shall (i) cause articles of merger with respect to the REIT Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and the MLLCA (the “Articles of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT III or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or on such other date and time (not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) as specified in the Articles of Merger (such date and time, the “REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Revolution III Merger Sub, LLC.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Resource Apartment REIT III, Inc.), Agreement and Plan of Merger (Resource Real Estate Opportunity REIT II, Inc.)

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Effective Times. (a) On At the Closing DateClosing, REIT II, REIT III and Merger Sub and the Company shall duly execute and file the Articles of Merger (ithe “Maryland Articles of Merger”) cause articles of merger with respect to the REIT Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL Maryland REIT Law and shall duly execute and file with the MLLCA Secretary of State of Delaware (the “Articles of MergerDSOS”) a certificate of merger (the “Delaware Merger Certificate”) in accordance with the DLLCA and (ii) shall make any all other filings, filings or recordings or publications required to be made by under the Maryland REIT III Law or the Surviving Entity under the MGCL or MLLCA in connection with DLLCA to effect the REIT Merger. The REIT Merger shall become effective at upon the later of (A) such time as the Maryland Articles of Merger are have been accepted for record by the SDAT and (B) such time as the Delaware Merger Certificate has been filed with the DSOS, or on such other date later time which the parties hereto shall have agreed upon and time (not to exceed 30 days after designated in the Delaware Merger Certificate in accordance with the DLLCA and the Maryland Articles of Merger are accepted for record by in accordance with the SDAT) Maryland REIT Law as specified in the Articles effective time of the REIT Merger (such date and time, the “REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Revolution III Merger Sub, LLC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GMH Communities Trust), Agreement and Plan of Merger (GMH Communities Trust)

Effective Times. (a) On the Closing Date, REIT II, REIT III I and Merger Sub shall (i) cause articles of merger with respect to the REIT Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and the MLLCA (the “Articles of Merger”), (ii) cause a certificate of merger with respect to the REIT Merger to be duly executed and filed with the Delaware Secretary of State (the “DE SOS”) in accordance with the DLLCA (the “REIT I Certificate of Merger”), and (iiiii) make any other filings, recordings or publications required to be made by REIT III I, Merger Sub or the Surviving Entity under the MGCL or MLLCA DLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such the time as set forth in the Articles of Merger are accepted for record by and the SDAT or on such other date and time (not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) as specified in the Articles REIT I Certificate of Merger (such date and time, the “REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger and the REIT I Certificate of Merger shall provide that the name of the Surviving Entity shall be “Revolution III Merger SubMxxxx National REIT II Subsidiary, LLC.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Moody National REIT II, Inc.), Agreement and Plan of Merger (Moody National REIT I, Inc.)

Effective Times. (a) On Prior to the Closing, Sxxxxxxxxx and Company shall prepare and, on the Closing Date, REIT IICompany, REIT III Sxxxxxxxxx and Merger Sub shall (i) cause articles of merger with respect to the REIT Sxxxxxxxxx Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and the MLLCA (the “Articles of Merger”), (ii) cause a certificate of merger with respect to the Sxxxxxxxxx Merger to be duly executed and filed with the Delaware Secretary of State (the “DE SOS”) in accordance with the DLLCA (the “Sxxxxxxxxx Certificate of Merger”), and (iiiii) make any other filings, recordings or publications required to be made by REIT III Sxxxxxxxxx, Merger Sub or the Surviving Entity under the MGCL or MLLCA DLLCA in connection with the REIT Sxxxxxxxxx Merger. The REIT Sxxxxxxxxx Merger shall become effective at such the time as set forth in the Articles of Merger are accepted for record by and the SDAT or on such other date and time (not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) as specified in the Articles Sxxxxxxxxx Certificate of Merger (such date and time, the “REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Sxxxxxxxxx Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Sxxxxxxxxx Merger Effective Time to occur on the Closing Date and before after the Partnership Merger Effective Time. The Articles of Merger and the Sxxxxxxxxx Certificate of Merger shall provide that the name of the Surviving Entity shall be “Revolution III Merger SubSxxxxxxxxx Asset Management, LLC.

Appears in 1 contract

Samples: Termination Agreement (ZAIS Financial Corp.)

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Effective Times. (a) On As a part of the Closing Dateand in connection with the First Merger, REIT II, REIT III the Company and Accuro shall cause a Certificate of Merger Sub shall (ithe “First Certificate of Merger”) cause articles of merger with respect to the REIT Merger to be duly properly executed and filed with the Secretary of State Department of Assessments the State of Texas and Taxation the Secretary of Maryland (State of the “SDAT”) State of Delaware in accordance with the MGCL terms and conditions of the TLLCA and the MLLCA DGCL, respectively (the “Articles of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT III or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT First Merger shall become effective at the time of such time as the Articles of Merger are accepted for record by the SDAT or on such other date and time later filing (not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) as specified in the Articles of Merger (such date and time, the “REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger First Effective Time”)). Following the First Effective Time, it being understood as a part of the Closing and agreed that in connection with the Parties Second Merger, the First Merger Surviving Corporation and the First Merger Subsidiary shall cause a Certificate of Merger (the REIT “Second Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL (the Second Merger shall become effective at the time of such filing (the “Second Effective Time to occur on Time”)). Following the Second Effective Time, as a part of the Closing Date and before in connection with the Partnership Third Merger, the Second Merger Surviving Corporation and the Second Merger Subsidiary shall cause a Certificate of Merger (the “Third Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL and the DLLCA (the Third Merger shall become effective at the time of such filing (the “Third Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Revolution III Merger Sub, LLC”)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medassets Inc)

Effective Times. (a) On the Closing Date, REIT II, REIT III I and Merger Sub shall (i) cause articles of merger with respect to the REIT Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and the MLLCA (the “Articles of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT III I or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or on such other date and time (not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) as specified in the Articles of Merger (such date and time, the “REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Revolution III I Merger Sub, LLC.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Resource Real Estate Opportunity REIT II, Inc.)

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