Common use of Closing and Effective Time of the Merger Clause in Contracts

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m., New York time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLP, unless another time, date or place is agreed to in writing by the Parties. Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the Parties shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York Eastern time, on a date to be specified by the parties second Business Day (the “Closing Date”), such date to be no later than the third Business Day ) after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, One New York Plaza, New York, New York, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject Substantially contemporaneously with the Closing, or on such other date or at such other time as Parent and the Company may agree to the terms and conditions of this Agreement, as soon as practicable on the Closing Datein writing, the Parties shall Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.9:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties shall Company may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Boston, Massachusetts time, on a date to be specified by the parties fifth (the “Closing Date”), such date to be no later than the third 5th) Business Day after following the satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Parties Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than as promptly as practicable after the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties shall Company may agree to in writing, Parent, Merger Sub and the Company will cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.7:00 a.m., New York Pacific time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written or, to the extent permitted hereunder, waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where to the extent permitted by applicable Lawhereunder) of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California offices of Xxxxxx and Xxxxxxx LLPCalifornia, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties shall Company may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Pacific time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Parkoffices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxx Xxxxx, Irvine, California offices of Xxxxxx and Xxxxxxx LLP, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of ownership and merger or other appropriate documents certificate of merger, as applicable (in either case, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York Pacific time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Sidley Austin LLP, Oxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of ownership and merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter herein referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York City time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices Law Office of Xxxxxx and Xxxxxxx LLPXxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 000, XX, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the date and time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as time, the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.8:00 a.m., New York timeCentral Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third (3rd) Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxx Xxxxxx and Xxxxxxx LLPXxxxx, Chicago, Illinois, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.9:00 a.m., New York timeEastern Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third International Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII ARTICLE VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLPXxxxx Day, 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Boston, Massachusetts time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to Concurrently with the terms and conditions of this Agreement, as soon as practicable on the Closing DateClosing, the Parties Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Parties Company and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second (2nd) Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York local time, on a date to be specified by the parties (the “Closing Date”)as soon as possible, such date to be but in any event no later than the third three (3) Business Day Days after satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices via electronic exchange of Xxxxxx and Xxxxxxx LLP, signature pages unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject The date on which the Closing actually occurs is referred to as the terms and conditions of this Agreement, as soon as practicable on “Closing Date”. On the Closing Date, Merger Sub and the Parties Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York City time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Merger Sub and the Parties Company may agree to in writing, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.8:00 a.m., New York local time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third same Business Day after satisfaction or written waiver (where permitted by applicable Law) of all as the Acceptance Time, except if each of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing)) has not been satisfied or waived by such date, in which case on no later than the first Business Day on which each of such conditions is satisfied, at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Lxxxxx & Wxxxxxx LLP, 200 Xxxxxxxxx Xx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject The date on which the Closing actually occurs is referred to as the terms and conditions of this Agreement, as soon as practicable on “Closing Date.” On the Closing Date, or on such other date as Parent and the Parties Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Chicago, Illinois time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Sidley Austin LLP, Oxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by Parent and the PartiesCompany. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Vermont in accordance with the relevant provisions of the DGCL VBCA and shall make all other filings or recordings required under the DGCLVBCA. The Merger shall become effective at the time the Certificate Articles of Merger shall have been duly filed with the Secretary of State of the State of Delaware Vermont or such other date and time as is agreed upon by the Parties parties and specified in the Certificate Articles of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York timeCentral Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices via electronic exchange of Xxxxxx and Xxxxxxx LLP, signature pages unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject The date on which the Closing actually occurs is referred to as the terms and conditions of this Agreement, as soon as practicable on “Closing Date”. On the Closing Date, or on such other date as Parent and the Parties Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.7:00 a.m., New York timePacific Time, on a date to be specified by the parties (such actual date as the Closing takes place, the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written or, to the extent permitted hereunder, waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment satisfaction of such conditions or written waiver (where permitted by applicable Law) of those conditions at the Closingparty entitled to waive such conditions), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to At the terms and conditions of this Agreement, as soon as practicable on the Closing DateClosing, the Parties Company shall cause an appropriate execute and file a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.10:00 a.m., New York timeEastern Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third (3rd) Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxx Xxxxxx and Xxxxxxx Xxxxx Xxx & Xxxxxxxxx LLP, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such date as the Parties Parent and Company may agree to in writing, the Parent, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware New Jersey in accordance with the relevant provisions of the DGCL NJBCA and shall make all other filings or recordings required under the DGCLNJBCA. The Merger shall become effective at the time of the Certificate of Merger or other appropriate documents shall have been duly filed with the Secretary of State of the State of Delaware New Jersey or such other date and time as is agreed upon by the Parties and specified in the Certificate of MergerMerger or other appropriate documents, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.9:00 a.m., New York timePacific Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLPXxxxx Day, 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of ownership and merger or certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York Pacific time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of ownership and merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter herein referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.9:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties shall Company may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit C (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Boston, Massachusetts time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second (2nd) Business Day after following the satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m., 10:00 a.m. (New York City time, ) on a date to be specified by the parties (the “Closing Date”), such date to be at least one calendar day after the Restructuring Closing Date and no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxx, Suite 5800, Chicago, Illinois 60606, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, U.S. Parent, the Purchaser and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Nevada in accordance with the relevant provisions of the DGCL NRS and shall make all other filings or recordings required under the DGCLNRS. The Merger shall become effective at the date and time the Certificate Articles of Merger shall have been duly filed with the Secretary of State of the State of Delaware Nevada or such other date and time as is agreed upon by the Parties parties and specified in the Certificate Articles of Merger, such later date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.8:00 a.m., New York local time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third same Business Day after satisfaction or written waiver (where permitted by applicable Law) of all as the Acceptance Time, except if each of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing)) has not been satisfied or waived by such date, in which case on no later than the first Business Day on which each of such conditions is satisfied, at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxxxxxx Xx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject The date on which the Closing actually occurs is referred to as the terms and conditions of this Agreement, as soon as practicable on “Closing Date.” On the Closing Date, or on such other date as Parent and the Parties Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.10:00 a.m., New York timePacific Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII ARTICLE VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLPXxxxx Day, 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York City time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLPWachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by Parent and the PartiesCompany. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware New York in accordance with the relevant provisions of the DGCL NYBCL and shall make all other filings or recordings required under the DGCLNYBCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware New York or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York Eastern time, on a the date of the consummation of the Offer, subject to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx LLPXxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to On the terms and conditions date of this Agreementthe Closing, as soon as practicable on Purchaser or the Closing Date, the Parties Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties shall Company may agree to in writing, Parent, Merger Sub and the Company will cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.9:00 a.m., New York timeEastern Time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxx & Xxxxx LLP, 0000 Xxxxxx and Xxxxxxx LLPxx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause an appropriate a certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Chicago, Illinois time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLPSidley Austin llp, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by Parent and the PartiesCompany. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Vermont in accordance with the relevant provisions of the DGCL VBCA and shall make all other filings or recordings required under the DGCLVBCA. The Merger shall become effective at the time the Certificate Articles of Merger shall have been duly filed with the Secretary of State of the State of Delaware Vermont or such other date and time as is agreed upon by the Parties parties and specified in the Certificate Articles of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause articles of merger (“Articles of Merger”) to be executed and filed with the Division of Corporations and Commercial Code of the State of Utah in accordance with the Utah BCA and an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the Utah BCA or DGCL. The Merger shall become effective at the time the Articles of Merger and Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Articles of Merger and Certificate of Merger, which date and time shall occur at the same instant (such date and time hereinafter being herein referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m., New York time, on a date to be specified by as soon as practicable following the parties Acceptance Time (the “Closing Date”), such date to be but in any event no later than the third Business Day after immediately following the Acceptance Time), subject to the satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 7 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where if permitted by applicable Law) of those conditions at the Closing) (the “Closing Date”), at the Menlo Park, California offices by electronic exchange of Xxxxxx and Xxxxxxx LLPdocuments, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, as soon promptly as reasonably practicable on the Closing Date, or such other date and time to which Merger Sub and the Parties Company may agree in writing, the Company shall cause an appropriate a certificate of merger or other appropriate documents with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DGCL, and the Company and Merger Sub shall make all other deliveries, filings or recordings required under the DGCLDGCL in connection with the consummation of the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “"Closing”") will shall take place at 12:00 p.m.8:00 a.m., New York local time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third same Business Day after satisfaction or written waiver (where permitted by applicable Law) of all as the Acceptance Time, except if each of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing)) has not been satisfied or waived by such date, in which case on no later than the first Business Day on which each of such conditions is satisfied, at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxxxxxx Xx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject The date on which the Closing actually occurs is referred to as the terms and conditions of this Agreement, as soon as practicable on "Closing Date." On the Closing Date, or on such other date as Parent and the Parties Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “"Certificate of Merger”) "), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “"Effective Time”."). ARTICLE 2

Closing and Effective Time of the Merger. The Subject to the satisfaction or waiver of all of the conditions set forth in Article 6, the closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York City time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third first Business Day after the satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx LLP& Xxxxxxx, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as the Parties Purchaser and the Company may agree to in writing, the Purchaser and the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 1:00 p.m., New York time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third International Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxx & Xxxxx LLP, 0000 Xxxxxx and Xxxxxxx LLPxx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such other later date and time as is may be agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York Eastern time, on a date to be specified by Parent and the parties Company (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, the Purchaser and the Company shall cause articles of merger (“Articles of Merger”) to be executed and filed with the Division of Corporations and Commercial Code of the State of Utah in accordance with the Utah BCA and an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the Utah BCA or DGCL. The Merger shall become effective at the time the Articles of Merger and Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Articles of Merger and Certificate of Merger, which date and time shall occur at the same instant (such date and time hereinafter being herein referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.9:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Xxxxxxx Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the Parties shall Company may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.Delaware

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.8:00 a.m., New York City time, on a date to be specified by the parties (such date and time, the “Closing Date”), such date to be no later than the third three (3) Business Day Days after satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date and time to which Merger Sub and the Parties Company may agree in writing, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties hereto in writing and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter being referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 12:00 p.m.10:00 a.m., New York Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third (3rd) Business Day after satisfaction or written waiver (where to the extent permitted by applicable Law) waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment satisfaction or written waiver (where to the extent permitted by applicable Law) waiver of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxxx Xxxxxx and Xxxxxxx LLPL.L.P., Bank of America Plaza, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and satisfaction or waiver of the conditions of this Agreementset forth in Article VII, as soon as practicable on the Closing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m.10:00 a.m., New York City time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third second Business Day after satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII ARTICLE 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx and & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to the terms and conditions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as the Parties Purchaser and the Company may agree to in writing, the Purchaser or the Company shall cause an appropriate a certificate of merger or other appropriate documents a certificate of ownership and merger, as applicable (in either case, the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 12:00 p.m., New York time, on a date to be specified by as soon as practicable following the parties Acceptance Time (the “Closing Date”), such date to be but in any event no later than the third Business Day after immediately following the Acceptance Time), subject to the satisfaction or written waiver (where permitted by applicable Law) of all of the applicable conditions set forth in Article VII 7 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where if permitted by applicable Law) of those conditions at the Closing) (the “Closing Date”), at the Menlo Park, California offices by electronic exchange of Xxxxxx and Xxxxxxx LLPdocuments, unless another time, date or place is agreed to in writing by the Partiesparties hereto. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, as soon promptly as reasonably practicable on the Closing Date, or such other date and time to which Merger Sub and the Parties Company may agree in writing, the Company shall cause an appropriate a certificate of merger or other appropriate documents with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DGCL, and the Company and Merger Sub shall make all other filings or recordings required under the DGCLDGCL in connection with the consummation of the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the Parties parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).