Common use of Closing; Closing Date Clause in Contracts

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSFLFB, which date (the "Closing Date") shall be not less than seven nor more than 10 twenty (20) business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received (disregarding any waiting period) and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF LFB shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSFLFB, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF LFB (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the The closing of the Merger Acquisition (the "“Closing"”) shall take place at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., at New York City time, on the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a date determined specified by HUBCO on at least five business days notice (the "Closing Notice") given to IBSFparties, which date (the "Closing Date") shall be not less no later than seven nor more than 10 the third business days day following the receipt of all necessary regulatorysatisfaction (or, governmental and shareholder approvals and consents and to the expiration of all statutory waiting periods in respect thereof and extent permitted by applicable Law, the satisfaction or waiver of all waiver) of the conditions to the consummation of the Merger specified set forth in Article VI hereof Section 7.01, or, if on such day any condition set forth in Section 7.02 or Section 7.03 (other than the delivery of certificates, opinions and other instruments and documents any such condition that by its nature is to be delivered satisfied at the Closing) has not been satisfied (or, to the extent permitted by applicable Law, waived by the party entitled to the benefit thereof). In , as soon as practicable after all the conditions set forth in Article VII (other than such conditions that by their nature are to be satisfied at the Closing) have been satisfied (or, to the extent permitted by applicable Law, waived by the parties entitled to the benefit thereof), or at such other place, time and date as shall be agreed between the Purchaser and the Seller; provided, however, that in no event shall the Closing Noticeoccur prior to 31 calendar days from the date hereof. Notwithstanding the foregoing, HUBCO shall specify if the "Determination Date" for purposes Purchaser has not received the proceeds of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be Debt Financing on the later of (i) the first date on which all federal bank regulatory approvals the Closing would otherwise occur pursuant to the immediately preceding sentence, the Purchaser shall have the right to delay the Closing for up to 20 calendar days therefrom by providing written notice to the Seller (which notice shall include the new date on which the Closing shall occur and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) shall be given no later than the date of on which the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or Closing would otherwise occur pursuant to the immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"preceding sentence). The Certificate of Merger shall specify date to which the "Effective Time" of Closing is delayed pursuant to the Merger, written notice referred to in the immediately preceding sentence is referred to in this Agreement as the “Extension Date” and the date on which Effective Time the Closing takes place is referred to in this Agreement as the “Closing Date”. The Closing shall be a date and time following the Closing agreed deemed to by HUBCO and IBSF (which date and time the parties currently anticipate will be effective as of the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties heretoAs used herein, the closing "Closing" shall mean the recordation of the Merger Ground Lease Assignment in the Official Records of the County (the "ClosingOfficial Records") shall take place at 10:00 a.m.), at the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (and the "Closing Date" shall mean the date upon which the Closing actually occurs. Subject to the provisions of this Agreement, the Closing shall take place on or before the date that is 5 days after the Due Diligence Termination Date, or on such other date as the parties hereto may agree (as the case may be, the "Scheduled Closing Date"). Each party to this Agreement intends for the Closing to occur by 5:00 p.m. (California time) on July 16, 1999 (the "Target Closing Date"). Accordingly, each party to this Agreement shall be use its good faith best efforts to cause the Closing to occur by the Target Closing Date; provided, however, that no party shall have any liability to any other party if, despite the use of such party's good faith best efforts, the Closing cannot less than seven nor more than 10 business days following or does not occur by the receipt of all necessary regulatoryTarget Closing Date. Notwithstanding the foregoing, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction if (a) Buyer receives material amendments or waiver of all updates of the conditions to Ground Lease Consent and/or Ground Lease Estoppel after the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Ground Lease Objection Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (iib) Buyer does not receive the date Phase II Report by 5:00 p.m. (California time) on July 13, 1999, the Closing Date shall be subject to a reasonable extension to a time not later than 5:00 p.m. (California time) on July 30, 1999. The Closing Date shall not be extended beyond 5:00 p.m. (California time) on July 30, 1999; provided, however, that Buyer may request a reasonable further extension of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State Closing Date for either of the State matters described in clauses (a) and (b) above by giving Seller Notice of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Mergersuch request, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify including the date and time to which Buyer would like to extend the Closing Date. Seller may, but shall not be obligated to, agree to such extension. If Seller does not agree to such extension and Buyer does not withdraw its request for an extension (or, in the Certificate alternative, does not make the deliveries required to be made by Buyer pursuant to Section 9.2 below) by 5:00 p.m. (California time) on July 30, 1999, Seller may terminate this Agreement by delivery of MergerNotice to Buyer and Escrow Agent, in which event Escrow Agent shall return to Buyer the Deposit (plus any interest or dividends earned thereon), the Merger parties shall become effective upon (equally share the cancellation charges of Title Company and Escrow Agent, and thereafter neither party shall have any rights or obligations to the "Effective Time" shall be) other hereunder, other than pursuant to any provision hereof that expressly survives the time termination of the filing of the Certificate of Mergerthis Agreement.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the The closing of the Merger (the "“Closing"”) shall take place at 10:00 a.m., at the offices of PitneyXxxx, XxxxxxWeiss, Xxxx & Xxxxx, 000 Xxxxxx XxxxxRifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx XxxxxxXxxx 00000-0000, xx a at 10:00 a.m. local time, on the second (2nd) Business Day after the date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of that all of the conditions to the consummation of the Merger specified Closing set forth in Article VI hereof ARTICLE 8 and ARTICLE 9 (other than the delivery of certificatesthose conditions set forth in Section 8.5 and Section 9.5 and those which, opinions and other instruments and documents by their terms, are to be delivered satisfied or waived at the Closing). In , but subject to the Closing Noticesatisfaction or valid waiver of such conditions) (such conditions, HUBCO other than those referred to in the preceding parenthetical, the “Triggering Conditions”) shall specify have been satisfied or waived by the "Determination Date" for purposes party entitled to waive the same, or at such other time, place and date that the Seller and the Buyer may agree in writing; provided, that notwithstanding the foregoing, and without limiting the conditions set forth in ARTICLE 9, after the satisfaction or waiver (by the party entitled to the benefit thereof) of determining the Median Pre-Closing Price Triggering Conditions, the Buyer shall have the right, upon written notice to, and approval by (as hereinafter definedwhich approval shall not be unreasonably withheld, conditioned or delayed), which date shall be the later of (i) Seller, to set the first date on which all federal bank regulatory approvals (the Closing occurs, provided such date is on or before the Termination Date; provided, further, that it shall be deemed unreasonable for the Seller to withhold, condition or delay consent because the Buyer has not yet obtained the full Financing as long as the Buyer is otherwise in compliance with its obligations in Section 7.9 and waiversthe Buyer selects a date on or before the Termination Date. If the Buyer exercises such right, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) Closing shall take place on the date selected by the Buyer, provided, that such date is on or prior to the Termination Date and the Buyer shall have provided to the Seller at least three (3) Business Days prior notice of such date (unless fewer than three (3) Business Days remain prior to the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"Termination Date). The Certificate of Merger shall specify the "Effective Time" of the Merger, date upon which Effective Time shall be a date and time following the Closing agreed occurs is referred to by HUBCO and IBSF (which date and time herein as the parties currently anticipate will be the close of business on the “Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.”

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the (a) The closing of the Merger Transactions (the "“Closing"”) shall take place at the offices of Milbank LLP, Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, 4100, 5 th Floor, São Paulo, SP, 04538- 132, or at such other place, time or date as the Parties hereto may agree in writing, at 10:00 a.m., at the offices of PitneyEastern time, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first tenth (10th) Business Day after the Condition Event and (ii) October 3rd, 2022, unless another time or date is agreed to in writing by the Parties. The “ Closing Date” shall be the date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term Closing is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger")consummated. The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time Closing shall be a date and effective for all purposes at 12:00 a.m. Eastern time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date. (b) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Sellers shall sell, transfer and assign to Buyer, free and clear of all Liens (other than restrictions under the Financing Documents (excluding the CELSEPAR Credit Agreement)), and Buyer shall purchase from Sellers, the Purchased Shares. For the avoidance of doubt, the Purchased Shares shall also encompass any and all shares issued by the Compa xxxx until the Closing Date as a result of an Additional CEBARRA Equity Amount and/or an Additional CELSEPAR Equity Amount, so that at Closing Buyer becomes the sole and exclusive owner of the total issued share capital of each of the Companies. (c) The transfer and assignment of the title over the NFE Purchased Shares from NFE Seller to Buyer shall be concluded by (i) recording the transfers in each Company’s shares transfers registry book (livro de transferência de ações nominativas) and execution, on the Closing Date, by NFE Seller and Buyer of the applicable transfer terms (termos de transferência) and (ii) making the corresponding entries in each Company’s shares registry book (livro de registro de ações nominativas). (d) In the event that the parties fail to specify DC Energia Corporate Reorganization is consummated on or before the date and time Limit Date in the Certificate of Mergeraccordance with Section 6.16, the Merger shall become effective upon (transfer and the "Effective Time" shall be) the time assignment of the filing title over the DC Energia Sellers Purchased Shares from DC Energia Sellers to Buyer shall be concluded by (a) recording the transfers in DC Energia shares transfers registry book (livro de transferência de ações nominativas) and execution, on the Closing Date, by each DC Energia Seller and Buyer of the Certificate applicable transfer terms (termos de transferência) and (b) making the Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of Mergerthe type that the registrant treats as private and confidential.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the The closing of the Merger transactions contemplated hereby (the "“Closing"”) shall take place at 10:00 a.m., at the offices of PitneyXxxx, XxxxxxWeiss, Xxxx & Xxxxx, 000 Xxxxxx XxxxxRifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx XxxxxxXxxx 00000-0000, xx a date determined by HUBCO at 10:00 a.m. local time, on at least five business days notice (the "Closing Notice") given to IBSF, first Business Day of the month which date (the "Closing Date") shall be not less than seven nor more than 10 business days occurs immediately following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and date that is the expiration of all statutory waiting periods in respect thereof and first (1st) Business Day after the satisfaction or waiver of date that all of the conditions to the consummation of the Merger specified Closing set forth in Article VI hereof Articles 7 and 8 (other than those conditions which, by their terms, are to be satisfied or waived at the delivery Closing, but subject to the satisfaction or waiver of certificatessuch conditions) shall have been satisfied or waived by the party entitled to waive the same, opinions or at such other time, place and other instruments date that the Sellers and Buyer may agree in writing; provided, however, that if the exercise period for the Allied ROFR has not lapsed or been waived on or prior to such date (a “JV Closing Deferral Event”), then the Closing shall nevertheless occur but the Allied Interests shall not be delivered by the Sellers to Buyer at Closing and the Estimated Purchase Price shall not include the Allied Purchase Price and, from and after the Closing, the Sellers and Buyer shall continue to comply with their obligations under this Agreement with respect to the Allied Interests and Allied JV until the earlier of the date that: (a) the applicable JV Closing Deferral Event has ended (in which event the Allied Interests will be transferred, and the applicable Business JV Commercial Agreements will be assigned (to the extent assignment is permitted under the terms thereof or consent to assignment has been obtained), to Buyer in exchange for the Allied Purchase Price, no later than five (5) Business Days following the date the applicable JV Closing Deferral Event ends) or (b) the Allied ROFR has been exercised (in which event all obligations of the Sellers and Buyer hereunder with respect to the Allied Interests and the business of the Allied JV shall terminate). The date upon which the Closing occurs is referred to herein as the “Closing Date.” Delivery all documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date specified in Section 2.3 hereof shall be the later of (i) the first date effectuated by electronic delivery thereof, signed by a duly authorized officer on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation behalf of the Merger have been received and either applicable party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time provided for in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall beapplicable document(s) the time of the filing of the Certificate of Mergerbeing signed by each such party.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing The Closings of the Merger (sale and purchase of the "Closing") Shares contemplated hereby shall take place at 10:00 a.m., at the offices of Pitneythe Escrow Agent, XxxxxxNew York, Xxxx & XxxxxNew York at 10:00 a.m. local time, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a as follows: (i) the First Closing shall take place on the third business day following the date determined by HUBCO on at least five business days notice which all of the conditions set forth in Sections 6 and 7 (other than conditions to be satisfied as of the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following have been satisfied or waived, or such other time or date as the receipt of all necessary regulatoryparties may mutually agree in writing, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of provided that all of the conditions to the consummation of Closing set forth in Articles 6 and 7 have been satisfied or waived by the Merger specified in Article VI hereof party entitled to waive the same (other than the delivery of certificates, opinions time and other instruments and documents to be delivered at date upon which the Closing). In the First Closing Notice, HUBCO shall specify occurs is herein called the "Determination First Closing Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined"), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or ; (ii) the date Second Closing shall take place on the first anniversary of the Shareholders Meeting First Closing Date, or such earlier time or date as determined by the Company upon three business days prior written notice, provided that the conditions set forth in Articles 6 and 7 have been satisfied or waived by the party entitled to waive the same (as such term the time and date upon which the Second Closing occurs is defined in Section 5.7 hereofherein called the "Second Closing Date"). Simultaneous with or immediately following ; and (iii) the Closing, HUBCO and IBSF Third Closing shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with take place on the Secretary of State second anniversary of the State of New Jersey First Closing Date, or such earlier time or date as determined by the Company upon three business days prior written notice, provided that the conditions set forth in Articles 6 and 7 have been satisfied or waived by the party entitled to waive the same (the time and date upon which the Third Closing occurs is herein called the "Certificate Third Closing Date" and each of Mergerthe First Closing Date, the Second Closing Date and the Third Closing Date are herein called a "Closing Date"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, xx a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSFDFC, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, regulatory and governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal and state bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger shall have been received and either party has notified shall have informed the other in writing party that all such federal and state bank regulatory approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF DFC shall cause to be filed (a) a certificate of merger, in form and substance satisfactory to HUBCO and IBSFDFC, with the Secretary of State of the State of New Jersey (the "New Jersey Certificate of Merger") and (b) a certificate of merger, in form and substance satisfactory to HUBCO and DFC, with the Secretary of State of Connecticut (the "Connecticut Certificate of Merger"). The Each Certificate of Merger shall specify as the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF DFC (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Mergermerger certificates, the Merger shall become effective upon (and the "Effective Time" shall be) the later of the time of the filing of the New Jersey Certificate of Merger or the Connecticut Certificate of Merger.