Common use of Effective Times Clause in Contracts

Effective Times. On the Closing Date, the Company and Merger Sub shall file with the Secretary of State of the State of North Carolina articles of merger or other appropriate documents (in any 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 the 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 articles of merger or other appropriate documents (in any such case, the “DE Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 18-209 of the DLLCA and shall make all other filings or recordings required under the 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 Merger LLC shall file with the Secretary of State of the State of North 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 Company shall agree and specify in the Second Articles of Merger (the time the Second Merger becomes effective being the “Second Effective Time”).

Effective Times. (a) On the Closing Date, each of the following filings shall be made in the following order: (i) nCino and nCino Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “nCino 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 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 the DGCL, with the Delaware 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 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 file execute and file, or cause to be filed, a statement of merger (the “Company Statement of Merger”) with the Secretary Division of State Corporations and Commercial Code of the State of North Carolina articles of merger or other appropriate documents Utah (in any such case, the “First Articles of MergerUtah Division”) duly executed ), in accordance with, and containing such information as is required by, Section 55-11-05 with the relevant provisions of the NCBCA URULLCA and shall make all other filings or recordings required under by 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 URULLCA in connection 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 the 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 articles of merger or other appropriate documents (in any such case, the “DE Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 18-209 of the DLLCA and shall make all other filings or recordings required under the 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 Merger LLC shall file with the Secretary of State of the State of North 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 Company shall agree and specify in the Second Articles of Merger (the time the Second Merger becomes effective being the “Second Effective Time”).

Effective Times. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Merger Sub parties shall file with cause the Secretary of State of the State of North Carolina articles of merger or other appropriate documents (in any 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 Mergers 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 be consummated in the First Articles of Merger following order by (the time the First Merger becomes effective being the “First Effective Time”). Immediately following the receipt by the parties hereto of a copy of the file-stamped First Articles of Merger, the Surviving Corporation and Merger LLC shall file a) first filing with the Secretary of State of the State of Delaware articles a Certificate of merger or other appropriate documents Merger (in any such case, the “DE Articles Copper First Certificate of Merger”) with respect to the Copper First Merger, duly executed and completed in accordance with, and containing such information as is required by, Section 18-209 with the relevant provisions of the DLLCA and DRULPA, and shall make all other filings or recordings required under the DLLCA to effectuate and the Second Merger. Immediately following DRULPA (the receipt by time at which the parties hereto of a copy of the file-stamped DE Articles of MergerCopper First Merger becomes effective, the Surviving Corporation and Merger LLC shall file “First Effective Time”), (b) second filing with the Secretary of State of the State of North Carolina articles Delaware a Certificate of merger or other appropriate documents Merger (in any such case and together with the DE Articles of Merger, the “Copper Second Articles of Merger ” and, together with the First Articles of Merger, the “Articles Certificate of Merger”) with respect to the Copper Second Merger, duly executed and completed in accordance with, and containing such information as is required by, Section 55-11-05 with the relevant provisions of the NCBCA DGCL and DRULPA, 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 DGCL and the Company shall agree and specify in the Second Articles of Merger DRULPA (the time at which the Copper Second Merger becomes effective being 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 becomes effective, the “Closing Effective Time”). Each Merger shall become effective at the time when the applicable Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such later time as may be mutually agreed by the parties and specified in the applicable Certificate of Merger; provided, that the First Effective Time and the Second Effective Time must be prior to Closing Effective Time.

Effective Times. On Subject to the provisions of this Agreement, on the Closing Date, : (i) the Company and Merger Sub applicable parties shall file a certificate of merger relating to the Holdings Reorganization Merger as 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 contemplated by the DGCL (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 Secretary Certificate of State Holdings Reorganization Merger and the Certificate of the State of North Carolina articles of merger or other appropriate documents (in any such caseCorporate Merger, the “First Articles Certificates 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 the receipt by the parties hereto of a copy of the file-stamped First Articles of Merger, the Surviving Corporation and Merger LLC shall file each case with the Secretary of State of the State of Delaware articles of merger or other appropriate documents (in any such case, the “DE Articles Secretary of MergerState”) duly ), in such form as required by, and executed in accordance with, and containing such information as is required bythe DGCL, Section 18-209 of the DLLCA and the DRULPA, as applicable. The Corporate Merger and the Holdings Merger shall make all other filings or recordings required under become effective at the DLLCA to effectuate same time, concurrently when the Second Merger. Immediately following Certificate of Corporate Merger and the receipt by the parties hereto Certificate of a copy of the file-stamped DE Articles of Merger, the Surviving Corporation and Holdings Merger LLC shall file have been duly filed with the Secretary of State or at such other time(s) as the parties shall agree in writing and specify in the Certificate of the State Corporate Merger and Certificate of North Carolina articles of merger or other appropriate documents (Holdings Merger in any such case and together accordance with the DE Articles of Merger, DGCL and the DLLCA (the “Second Articles of Merger ” and, together with the First Articles of Merger, the “Articles of MergerEffective Time”) 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 Holdings Reorganization Merger shall become effective at such time as immediately prior to the Second Articles Effective Time, when the Certificate of Holdings Reorganization Merger are has been duly filed with such Secretaries the Secretary of State, State or at such other time as Parent and the Company parties shall agree in writing and specify in the Second Articles Certificate of Holdings Reorganization Merger in accordance with the DLLCA and DRULPA (the time the Second Merger becomes effective being the “Second Holdings Reorganization Effective Time”).

Effective Times. On Subject to the Closing Dateprovisions of this Agreement, as soon as practicable at the Closing, the Company and Merger Sub parties shall file 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 North Carolina articles Delaware (i) first, a certificate of merger or other appropriate documents with respect to Merger 1 (in any such case, the “First Articles Merger 1 Certificate of Merger”) duly executed in accordance with, and containing such information as is required by, Section 55-11-05 with the relevant provisions of the NCBCA 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 NCBCA DGCL and the DRULPA with respect to effectuate the First MergerMerger 1, Merger 2 and, if applicable, Merger 3. The First Merger 1 shall become effective at such time as the First Articles Merger 1 Certificate of Merger are is duly filed with such the Secretary of StateState of the State of Delaware, or at such other time as Parent and the Company Partnership shall agree and shall specify in the First Articles Merger 1 Certificate of Merger (the time the First Merger 1 becomes effective being the “First Merger 1 Effective Time”). Immediately following Merger 2 shall become effective at such time as the receipt by the parties hereto Merger 2 Certificate of a copy of the file-stamped First Articles of Merger, the Surviving Corporation and Merger LLC shall file is duly filed with the Secretary of State of the State of Delaware articles of merger or other appropriate documents (in any such case, the “DE Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 18-209 of the DLLCA and shall make all other filings or recordings required under the 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 Merger LLC shall file with the Secretary of State of the State of North 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 StateDelaware, or at such other time as Parent and the Company Partnership shall agree and shall specify in the Second Articles Merger 2 Certificate of Merger (the time the Second Merger 2 becomes effective being the “Second 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. On the Closing Date, subject to the payment by Buyer of the consideration required to be paid by Buyer at the Closing pursuant to this Agreement, the Parties will cause the First Merger to be consummated by filing a certificate of merger, in a form mutually agreeable to Buyer and the Company (the “First Certificate of Merger”), to be properly executed and Merger Sub shall file filed with the Secretary of State of the State of North Carolina articles of merger or other appropriate documents (in any such case, the “First Articles of Merger”) duly executed Delaware in accordance with, with the terms and containing such information as is required by, Section 55-11-05 conditions of the NCBCA DGCL and shall 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 all other filings or recordings required under the NCBCA to effectuate the First MergerMerger effective as promptly as practicable. The First Merger shall will become effective at such the time as that the First Articles Certificate of Merger are duly filed with such is accepted for filing by both the Secretary of StateState of the State of Delaware and the Secretary of State of the State of New Jersey, or at such other later date and time as Parent and the Company shall agree and specify is specified in the First Articles Certificate of Merger (the such time the First Merger becomes effective and date being referred to herein as the “First Effective Time”). Immediately following the receipt by the parties hereto of a copy filing of the file-stamped First Articles Certificate of Merger, Merger Sub 2 shall cause a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the Surviving Corporation and Merger LLC shall file “Certificates of Merger”) to be filed with the Secretary of State of the State of Delaware articles of merger or other appropriate documents (in any such case, the “DE Articles of Merger”) duly executed in accordance with, with the terms and containing such information as is required by, Section 18-209 conditions of the DLLCA and shall make all other filings or recordings required under the 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 Merger LLC shall file with the Secretary of State of the State of North Carolina articles of merger or other appropriate documents (New Jersey in any such case and together accordance 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, terms and containing such information as is required by, Section 55-11-05 conditions of the NCBCA NJBCA and shall will take all such other actions as may be required by Applicable Laws to make all other filings or recordings required under the NCBCA to effectuate the Second MergerMerger effective as promptly as practicable. The Second Merger shall will become effective at such the time as that the Second Articles Certificate of Merger are duly filed with such Secretaries is accepted for filing by both the Secretary of StateState of the State of Delaware and the Secretary of State of the State of New Jersey, or at such other later date and time as Parent and the Company shall agree and specify is specified in the Second Articles Certificate of Merger (the such time the Second Merger becomes effective and date being referred to herein as the “Second Effective Time”). The First Effective Time shall precede in all events the Second Effective Time.

Effective Times. On the Closing Dateterms and subject to the conditions set forth herein, at the Company Closing, NewCo and Merger Sub 1 shall file cause the First Merger to be consummated by filing the certificate of merger in substantially the form of Exhibit N attached hereto (the “First Certificate of Merger”) with the Secretary of State of the State of North Carolina articles of merger or other appropriate documents (in any such case, the “First Articles of Merger”) duly executed Delaware in accordance withwith the applicable provisions of the DGCL, and containing the time of such information as is required byfiling, 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 later time as the First Articles of Merger are duly filed with such Secretary of State, or at such other time as Parent may be agreed in writing by NewCo and the Company shall agree Acquiror and specify specified in the First Articles Certificate of Merger (Merger, will be the effective time of and constitute the consummation of the First Merger becomes effective being (the “First Effective Time”). Immediately following the receipt by the parties hereto of a copy consummation of the file-stamped First Articles of Merger, the Surviving Corporation and Merger LLC Sub 2 shall file cause the Second Merger to be consummated by filing the certificate of merger in substantially the form of Exhibit O attached hereto (the “Second Certificate of Merger” and together with the First Certificate of Merger, the “Certificates of Merger”) 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 such later time as may be agreed in writing by NewCo and Acquiror and specified in the Second Certificate of Merger, will be the effective time of and constitute the consummation of the Second Merger (the “Second Effective Time”). At the Closing, substantially simultaneously with the filing of the First Certificate of Merger, Acquiror shall amend and restate the certificate of incorporation of Acquiror by filing, at such time, the Acquiror Charter with the Secretary of State of the State of Delaware articles of merger or other appropriate documents (in any such case, the “DE Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 18-209 with the applicable provisions of the DLLCA and DGCL, which Acquiror Charter shall make all other filings or recordings required under the DLLCA to effectuate the Second Merger. Immediately following the receipt by the parties hereto of a copy be effective as of the file-stamped DE Articles of Merger, the Surviving Corporation and Merger LLC shall file with the Secretary of State of the State of North 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 Company shall agree and specify in the Second Articles of Merger (the time the Second Merger becomes effective being the “Second Effective Time”).