Common use of Effective Times Clause in Contracts

Effective Times. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall cause the Mergers to be consummated by filing substantially simultaneously, but in any event in the following order, with the Secretary of State of the State of Delaware (i) first, a certificate of merger with respect to Merger 1 (the “Merger 1 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and the DRULPA, (ii) second, a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Certificate of Merger” and together with the Merger 1 Certificate of Merger and the Merger 2 Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 1 Certificate of Merger (the time Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 2 Certificate of Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 Effective Time and the Merger 2 Effective Time, the “Effective Times”).

Effective Times. Subject to the provisions of this Agreement, on the Closing Date: (i) the applicable parties shall file a certificate of merger relating to the Holdings Reorganization Merger as soon contemplated by the DLLCA and the DRULPA (the “Certificate of Holdings Reorganization Merger”); (ii) the applicable parties shall file a certificate of merger relating to the Corporate Merger as practicable at contemplated by the ClosingDGCL (the “Certificate of Corporate Merger”); and (iii) the applicable parties shall file a certificate of merger relating to the Holdings Merger as contemplated by the DLLCA (the “Certificate of Holdings Merger” and, together with the Certificate of Holdings Reorganization Merger and the Certificate of Corporate Merger, the parties shall cause the Mergers to be consummated by filing substantially simultaneously, but “Certificates of Merger”); in any event in the following order, each case with the Secretary of State of the State of Delaware (i) first, a certificate of merger with respect to Merger 1 (the “Merger 1 Certificate Secretary of MergerState”) ), in such form as required by, and executed in accordance with with, the relevant provisions of DGCL, the DGCL DLLCA and the DRULPA, (ii) second, a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Certificate of Merger” and together with the Merger 1 Certificate of applicable. The Corporate Merger and the Holdings Merger 2 Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such time as the Merger 1 same time, concurrently when the Certificate of Corporate Merger is and the Certificate of Holdings Merger have been duly filed with the Secretary of State of the State of Delaware, or at such other time time(s) as Parent and the Partnership parties shall agree in writing and shall specify in the Merger 1 Certificate of Corporate Merger and Certificate of Holdings Merger in accordance with the DGCL and the DLLCA (the time Merger 1 becomes effective being the “Merger 1 Effective Time”). The Holdings Reorganization Merger 2 shall become effective at such time as immediately prior to the Merger 2 Effective Time, when the Certificate of Holdings Reorganization Merger is has been duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership parties shall agree in writing and shall specify in the Merger 2 Certificate of Holdings Reorganization Merger in accordance with the DLLCA and DRULPA (the time Merger 2 becomes effective being the “Merger 2 Holdings Reorganization Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 Effective Time and the Merger 2 Effective Time, the “Effective Times”).

Effective Times. Subject On the Closing Date, subject to the provisions payment by Buyer of the consideration required to be paid by Buyer at the Closing pursuant to this Agreement, as soon as practicable at the Closing, the parties shall Parties will cause the Mergers First Merger to be consummated by filing substantially simultaneouslya certificate of merger, but in any event in a form mutually agreeable to Buyer and the following orderCompany (the “First 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 with the Secretary of State of the State of New Jersey in accordance with the terms and conditions of the NJBCA and will take all such other actions as may be required by Applicable Laws to make the First Merger effective as promptly as practicable. The First Merger will become effective at the time that the First Certificate of Merger is accepted for filing by both the Secretary of State of the State of Delaware and the Secretary of State of the State of New Jersey, or at such later date and time as is specified in the First Certificate of Merger (i) firstsuch time and date being referred to herein as the “First Effective Time”). Immediately following the filing of the First Certificate of Merger, Merger Sub 2 shall cause a certificate of merger with respect to the Second Merger 1 (the “Merger 1 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and the DRULPA, (ii) second, a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Second Certificate of Merger” and and, together with the Merger 1 Certificate of Merger and the Merger 2 First Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger is duly be filed with the Secretary of State of the State of Delaware, or at such other time as Parent Delaware in accordance with the terms and conditions of the Partnership shall agree DLLCA and shall specify in the Merger 1 Certificate of Merger (the time Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at New Jersey in accordance with the terms and conditions of the NJBCA and will take all such other time actions as Parent and may be required by Applicable Laws to make the Partnership shall agree and shall specify in the Second Merger 2 Certificate of effective as promptly as practicable. The Second Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall will become effective at such the time as that the Merger 3 Second Certificate of Merger is duly filed with accepted for filing by both the Secretary of State of the State of DelawareDelaware and the Secretary of State of the State of New Jersey, or at such other later date and time as Parent and the Partnership shall agree and shall specify is specified in the Merger 3 Second Certificate of Merger (the such time Merger 3 becomes effective and date being referred to herein as the “Merger 3 Second Effective Time”, and together with the Merger 1 ). The First Effective Time and shall precede in all events the Merger 2 Second Effective Time, the “Effective Times”).

Effective Times. Subject to the provisions of this Agreement, as soon as practicable at on the ClosingClosing Date, the parties shall cause the Mergers to be consummated by filing substantially simultaneously, but in any event in the following order, order by (a) first filing with the Secretary of State of the State of Delaware (i) first, a certificate Certificate of merger with respect to Merger 1 (the “Merger 1 Copper First Certificate of Merger”) with respect to the Copper First Merger, duly executed and completed in accordance with the relevant provisions of the DLLCA and DRULPA, and shall make all other filings or recordings required under the DLLCA and the DRULPA (the time at which the Copper First Merger becomes effective, the “First Effective Time”), (b) second filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “Copper Second Certificate of Merger”) with respect to the Copper Second Merger, duly executed and completed in accordance with the relevant provisions of the DGCL and the DRULPA, (ii) second, a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Certificate of Merger” and together with the Merger 1 Certificate of Merger and the Merger 2 Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL and the DRULPA (the time at which the Copper Second Merger becomes effective, the “Second Effective Time”) and (c) third filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “Steel Certificate of Merger”) with respect to the Steel Merger, duly executed and completed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL (the time at which the Steel Merger 1becomes effective, the “Closing Effective Time”). Each Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such the time as when the Merger 1 applicable Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such other later time as Parent may be mutually agreed by the parties and the Partnership shall agree and shall specify specified in the Merger 1 applicable Certificate of Merger (Merger; provided, that the time Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 2 Certificate of Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 First Effective Time and the Merger 2 Second Effective Time must be prior to Closing Effective Time, the “Effective Times”).

Effective Times. Subject On the terms and subject to the provisions of this Agreementconditions set forth herein, as soon as practicable at the Closing, the parties NewCo and Merger Sub 1 shall cause the Mergers First Merger to be consummated by filing the certificate of merger in substantially simultaneously, but in any event in the following order, form of Exhibit N attached hereto (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (i) first, a certificate of merger with respect to Merger 1 (the “Merger 1 Certificate of Merger”) executed in accordance with the relevant applicable provisions of the DGCL DGCL, and the DRULPAtime of such filing, or such later time as may be agreed in writing by NewCo and Acquiror and specified in the First Certificate of Merger, will be the effective time of and constitute the consummation of the First Merger (ii) secondthe “First Effective Time”). Immediately following the consummation of the First Merger, a the Surviving Corporation and Merger Sub 2 shall cause the Second Merger to be consummated by filing the certificate of merger with respect to Merger 2 in substantially the form of Exhibit O attached hereto (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Second Certificate of Merger” and together with the Merger 1 Certificate of Merger and the Merger 2 First Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA, and the time of such filing, or at such other later time as Parent may be agreed in writing by NewCo and the Partnership shall agree Acquiror and shall specify specified in the Merger 1 Second Certificate of Merger, will be the effective time of and constitute the consummation of the Second Merger (the time Merger 1 becomes effective being the “Merger 1 Second Effective Time”). Merger 2 At the Closing, substantially simultaneously with the filing of the First Certificate of Merger, Acquiror shall become effective amend and restate the certificate of incorporation of Acquiror by filing, at such time as time, the Merger 2 Certificate of Merger is duly filed Acquiror Charter with the Secretary of State of the State of DelawareDelaware in accordance with the applicable provisions of the DGCL, or at such other time which Acquiror Charter shall be effective as Parent and of the Partnership shall agree and shall specify in the Merger 2 Certificate of Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 Effective Time and the Merger 2 Effective Time, the “Effective Times”).

Effective Times. Subject to On the provisions of this Agreement, as soon as practicable at the ClosingClosing Date, the parties Company and Merger Sub shall cause file with the Mergers to be consummated by filing substantially simultaneously, but Secretary of State of the State of North Carolina articles of merger or other appropriate documents (in any event such case, the “First Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 55-11-05 of the NCBCA and shall make all other filings or recordings required under the NCBCA to effectuate the First Merger. The First Merger shall become effective at such time as the First Articles of Merger are duly filed with such Secretary of State, or at such other time as Parent and the Company shall agree and specify in the First Articles of Merger (the time the First Merger becomes effective being the “First Effective Time”). Immediately following orderthe receipt by the parties hereto of a copy of the file-stamped First Articles of Merger, the Surviving Corporation and Merger LLC shall file with the Secretary of State of the State of Delaware (i) first, a certificate articles of merger with respect to Merger 1 or other appropriate documents (in any such case, the “Merger 1 Certificate DE Articles of Merger”) duly executed in accordance with the relevant provisions with, and containing such information as is required by, Section 18-209 of the DGCL DLLCA and the DRULPA, (ii) second, a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Certificate of Merger” and together with the Merger 1 Certificate of Merger and the Merger 2 Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL DLLCA to effectuate the Second Merger. Immediately following the receipt by the parties hereto of a copy of the file-stamped DE Articles of Merger, the Surviving Corporation and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 LLC shall become effective at such time as the Merger 1 Certificate of Merger is duly filed file with the Secretary of State of the State of DelawareNorth Carolina articles of merger or other appropriate documents (in any such case and together with the DE Articles of Merger, the “Second Articles of Merger ” and, together with the First Articles of Merger, the “Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 55-11-05 of the NCBCA and shall make all other filings or recordings required under the NCBCA to effectuate the Second Merger. The Second Merger shall become effective at such time as the Second Articles of Merger are duly filed with such Secretaries of State, or at such other time as Parent and the Partnership Company shall agree and shall specify in the Merger 1 Certificate Second Articles of Merger (the time the Second Merger 1 becomes effective being the “Merger 1 Second Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 2 Certificate of Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 Effective Time and the Merger 2 Effective Time, the “Effective Times”).

Effective Times. Subject to (a) On the provisions Closing Date, each of this Agreement, as soon as practicable at the Closing, the parties following filings shall cause the Mergers to be consummated by filing substantially simultaneously, but in any event made in the following order, with the Secretary of State of the State of Delaware : (i) firstnCino and nCino Merger Sub shall execute and file, or cause to be filed, a certificate of merger with respect to Merger 1 (the “Merger 1 nCino Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and the DRULPA), (ii) second, a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Certificate of Merger” and together with the Merger 1 Certificate of Merger and the Merger 2 Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject , with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the nCino Merger, (ii) immediately following the filing of the nCino Certificate of Merger, (A) Blocker 1 and Blocker 1 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 1 Certificate of Merger”), in accordance with the relevant provisions of this Agreementthe DGCL, as soon as practicable at with the ClosingDelaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 1 Merger, (B) Blocker 2 and Blocker 2 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 2 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 2 Merger, (C) Blocker 3 and Blocker 3 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 3 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 3 Merger, and (D) Blocker 4 and Blocker 4 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 4 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 4 Merger, and (iii) immediately following the filing of the nCino Certificate of Merger, the parties Blocker 1 Certificate of Merger, the Blocker 2 Certificate of Merger, the Blocker 3 Certificate of Merger and the Blocker 4 Certificate of Merger, the Company and Company Merger Sub shall execute and file, or cause to be filed, a statement of merger (the “Company Statement of Merger”) with the Division of Corporations and Commercial Code of the State of Utah (the “Utah Division”), in accordance with the relevant provisions of the URULLCA and shall make all other filings or recordings required under by the DGCL and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger is duly filed URULLCA in connection with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 1 Certificate of Merger (the time Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 2 Certificate of Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 Effective Time and the Merger 2 Effective Time, the “Effective Times”)Company Merger.