Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Xxxxxx Godward Kronish LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx, at the time and on a date to be mutually agreed to by Parent and the Company, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger satisfying the Parties applicable requirements of the DGCL (the “Certificate of Merger”) shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate of Merger is filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by each of the parties hereto and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article VII, the consummation closing of the Merger (the “Closing”) shall take place remotely at the offices of Husch Xxxxxxxxx Xxxxxxx LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxx, XX, as promptly soon as practicable (practicable, but in no event later than the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of each of such those conditions), or at such other time, place or on such other date and place as Parent and the Company may mutually agree in writingagree. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Parties Company shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware a certificate of merger with respect to Delaware, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the date and time of the filing of such the Certificate of Merger with the Office of the Secretary of State of the State of Delaware Delaware, or at such later time as may be is specified in such the Certificate of Merger with the consent of Parent and as is agreed to by the Company (the time as of which the Merger becomes effective and Parent, being hereinafter referred to as the “Effective Time”)) and shall make all other filings required under the DGCL in connection with the Merger.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place remotely as promptly as practicable at the offices of Xxxxxx Godward llp, 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by Parent and the Company (but in the "Closing Date"), which date shall be no event later than the second Business Day following the satisfaction or waiver of fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, or at such other time, date and place as Parent and a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of the Company may mutually agree in writing. The date on which and simultaneously with the Closing actually takes place is referred delivered to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)for filing. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other date and time as may be specified in such Certificate of Merger with the consent of mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxx, Xxxx & Xxxxxxxx, LLP, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or such other location or means as promptly as practicable shall be mutually agreed by the parties, including by remote exchange of electronic copies of documents (but in including by portable document format (.pdf) delivered by electronic mail), on a date to be designated jointly by Parent and the Company, which shall be no event later than the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger to Company and concurrently with the Closing shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of designated jointly by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 10:00 a.m. local time as promptly soon as practicable following the Acceptance Time (or at such other time and location as agreed upon by the Parties in writing), subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article 7 by the Parties entitled thereto, but in any event no event later than the second (2nd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Article 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and ) (the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as occurs, the “Closing Date.” At ”). Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger Company and, as soon as practicable on the Closing Date, delivered to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)for filing. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and the Acquisition Sub, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as promptly soon as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of Offer Acceptance Time except if the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to Section 7.1 shall not be satisfied at the Closingor, but subject to the satisfaction or waiver of each extent permissible by applicable Legal Requirements, waived as of such conditions)date, in which case on the first business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingand Parent. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent DGCL, and the Company (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the “Certificate of Merger”)Merger effective. The Merger shall become effective at upon the date and time of the filing of such Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “"Closing”") shall take place remotely as promptly as practicable (but in at the offices of Xxxxxx Godward llp, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, on a date to be designated by Parent, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those the conditions that set forth in Sections 6.7 and 7.7, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “"Closing Date.” At " Subject to the Closingprovisions of this Agreement, a certificate of merger that the Parties parties shall cause agree satisfies the Merger to applicable requirements of the DGCL shall be consummated duly executed by executing the Company and filing concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of agreed by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) as promptly as practicable (practicable, but in no event later than the second date that is three (3) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent OmniLit and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, OmniLit, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing on the Closing Date with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by OxxxXxx and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “Closing”) ), shall take place remotely at the offices of Cxxxxxx Mxxxxxx PLLC, 1000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, as promptly soon as practicable (but in no event not later than the second five (5) Business Day following Days) after the satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing (i) delivering to the Secretary of State of the State of Delaware a Certificate of Merger (the “DE Certificate of Merger”), in such form as required by, and filing executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective as of the date and at such time (the “Effective Time”) as the DE Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless The closing of the transactions contemplated by this Agreement is earlier terminated pursuant (the “Closing”) and all actions specified in this Agreement to occur at the provisions Closing shall take place at the offices of Section 9.1Xxxxxxxx & Xxxxxxxx LLP, and subject to 00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, at 10:00 a.m., local time, on the satisfaction or waiver second business day following the day on which the last of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) Article VII shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied have been fulfilled or waived of the conditions set forth in Sections 6, 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each fulfillment of such those conditions), ) or at such other time, date time and place as Parent and the Company may mutually shall agree in writing. The date on which the Closing actually takes place is referred to as (the “Closing Date.” At ”). On the ClosingClosing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by executing and filing a Certificate of Merger, in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to (or at such subsequent time as Parent and the Company (shall agree and as shall be specified in the “Certificate of Merger”). The Merger shall become effective at the , such time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.17, and unless otherwise mutually agreed in writing between the Company, Parent and Merger Sub, subject to the satisfaction or waiver (to the extent permitted by Legal Requirement) of the conditions set forth in Sections Section 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than at the offices of Xxxxxx LLP, 0000 Xxxxxxx Xx., Xxxx Xxxx, XX 00000, at 9:00 a.m., Eastern Time, on the second Business Day following (2nd) business day after the satisfaction or waiver of (to the last to be satisfied or waived extent permitted by Legal Requirement) of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those any such conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” ” (b) At the Closing, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent DGCL, and the Company (Parties shall take all such further actions as may be required by Legal Requirement to make the “Certificate of Merger”)Merger effective. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX 00000, at 9:00 a.m. Eastern Time in any event no event later than the second Business Day following third (3rd) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, concurrently with or as soon as practicable following the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second third (3rd) Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than on the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable by remote exchange of electronic copies of documents (but including by portable document format (.pdf) delivered by electronic mail), on a date to be designated jointly in writing by Parent and the Company, which shall be no event later than the second Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Legal Requirements, waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger to Company and concurrently with the Closing shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified designated jointly in such Certificate of Merger with the consent of writing by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent PubCo and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent PubCo and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable in San Diego, California, at 10:00 a.m., on a date and at a location to be agreed by La Jolla and Adamis (but in the “Closing Date”), which shall be no event later than the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Articles VI, 7 VII and 8, VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent La Jolla and the Company Adamis may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, subject to the Parties terms and conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent La Jolla and the Company (the “Certificate of Merger”)Adamis. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company attached hereto as Exhibit I (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as promptly soon as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of Offer Acceptance Time except if the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to Section 7.1 shall not be satisfied at the Closingor, but subject to the satisfaction or waiver of each extent permitted by applicable Legal Requirements, waived as of such conditions)date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permitted by applicable Legal Requirements, waived, unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingand Parent prior to the Offer Acceptance Time. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent DGCL, and the Company (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the “Certificate of Merger”)Merger effective. The Merger shall become effective at upon the date and time of the filing of such Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable at the offices of DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (but in the “Closing Date”), which shall be no event later than the second Business Day following third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, or at such other time, date and place as Parent and a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to and, simultaneously with or as the “Closing Date.” At soon as practicable following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate Secretary of MergerState”). The Merger shall become effective at upon the later of: (a) the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware State, or at (b) such later date and time as may be specified in such the Certificate of Merger with the consent of Parent Parent. The date and the Company (the time as of which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) Upon the provisions of Section 9.1, terms and subject to the conditions set forth herein, including the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger Article VI (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), the transactions contemplated hereby will close (the “Closing”) and all deliveries to be made at the time of Closing will occur electronically at 9:00 a.m. Eastern Time on the third Business Day after the last of the conditions to Closing set forth in Article VI have been satisfied or waived or at such other time, time or on such other date and place as Parent and the Company Representative may mutually agree upon in writing. The date on which of the Closing actually takes place is referred to as the “Closing Date.” At The Closing will be deemed effective at 11:59 p.m. Eastern Time on the ClosingClosing Date for tax and accounting purposes. (b) As soon as practicable on the Closing Date, the Parties shall Company and Parent will cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged, and filing filed with the Secretary of State of the State of Delaware a certificate of merger as provided in accordance with respect to the Merger, satisfying the applicable requirements relevant provision of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Act. The Merger shall will become effective (i) at the time of the filing of such Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or (ii) at such later date or time as the Company and Parent may be specified agree and specify in such the Certificate of Merger with the consent of Parent and the Company (the time specified in (i) or (ii), as of which the Merger becomes effective applicable, being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger Contemplated Transactions (the “Closing”) shall take place remotely as promptly as practicable at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (but in or, at Parent’s election, by means of a virtual closing through electronic exchange of signatures) at 10:00 a.m. (Washington, D.C. time) on a date to be designated by Parent, which shall be no event later than the second third (3rd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 6 and Section 7 and 8, (other than those conditions that which are by their nature are terms to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other timeplace, time or date and place as Parent and the Company may mutually agree in writingjointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to on the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Closing Date. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate certificate of Merger merger with the consent of Parent and the Company (the time as of at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than on the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived all of the conditions set forth in Sections 6, 7 and 8, Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 1440 New York Avenue NW, Washington, District of Columbia 20005, unless another time, date and or place as Parent and is agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to herein as the “Closing Date.” At ” (b) Upon the Closingterms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, the Parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate in such form as is required by the relevant provisions of merger the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at such time as the time of the filing of such Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be specified in such Certificate of Merger with the consent of Parent and the Company (may agree and specify in the Certificate of Merger. The time as of at which the Merger becomes effective being is referred to herein as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.17.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Dentons US LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, no event later than the second three (3) Business Day Days following the satisfaction (or waiver of by the last party entitled to be satisfied or waived the benefit thereof) of the conditions to the Closing set forth in Sections 6, 7 and 8, Article 6 (other than those the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing filing, with the Secretary of State of the State of Delaware Delaware, a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of upon which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger and the transactions contemplated by Schedule A (the “Implementation Schedule”), including the manner prescribed by the Implementation Schedule and with respect to the timing and sequencing of the actions set forth therein (except as otherwise mutually agreed by Parent and the Company) (the “Closing”) ), shall take place remotely as promptly as practicable at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 8:00 a.m. (but in no event later than New York time) on the second Business Day following third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 6 and Section 7 and 8, (other than those the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the Act shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate certificate of Merger merger with the consent agreement of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 at 10:00 a.m. on a date to be designated by Parent, which shall be no event later than the second Business Day following fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 6 and Section 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At A certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate certificate of Merger merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by Parent and the Company, which shall be no event later than the second Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those conditions that conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other timeplace, time and date and place as Parent and shall be agreed in writing by the Company may mutually agree in writingparties. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Parties Secretary of State of the State of Delaware. The Merger shall cause become effective upon the Merger to be consummated by executing date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to Upon the provisions of Section 9.1, terms and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 this Agreement and 8pursuant to the DGCL (including Section 251(h) of the DGCL), the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than at the offices of Shearman & Sterling LLP located at Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx on or prior to the second (2nd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date and place as Parent and the Company may shall mutually agree in writingdesignate. The date on which the Closing actually takes place is referred to herein as the “Closing Date.” At A certificate of merger satisfying the Closing, applicable requirements of the Parties DGCL (the “Certificate of Merger”) shall cause be duly executed by the Merger to Company and simultaneously with the Closing shall be consummated by executing and filing filed with the Office of the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger with the Office of the Secretary of State of the State of Delaware or at such later date and time as may be specified in such Certificate of Merger with the consent of mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger in accordance with the DGCL (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent TPB and the Company SDI may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in a form reasonably acceptable to Parent TPB and the Company SDI (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent TPB and the Company SDI (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1Article 9, and subject to the satisfaction or waiver closing of the Merger (the "CLOSING") shall take place in New York at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10017, as soon as practicable, but in no event later than 10:00 a.m. New York City time on the second business day after the date on which each of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be Article 9 has been satisfied or waived by the party or parties entitled to the benefit of the such conditions set forth in Sections 6, 7 and 8, (other than those conditions that by their nature are to terms can be satisfied only at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other timeplace, at such other time or on such other date and place as Parent Merger Subsidiary and the Company may mutually agree in writingagree. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, Merger Subsidiary and the Parties Company shall cause articles of merger (the Merger "ARTICLES OF MERGER") to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to Nevada in the Mergerform required by, satisfying and executed in accordance with, the applicable requirements provisions of the DGCL NRS and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State Commonwealth of Delaware Pennsylvania in the form required by, and executed in accordance with, the applicable provisions of the PaBCL. The Merger shall become effective as of the date of the filing of, and at the time (if any) indicated in, the Articles of Merger or at upon such later other date and time as may the parties shall agree should be and are specified in such Certificate the Articles of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”"EFFECTIVE TIME").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Buyer and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” ” (b) At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and DLLCA and in a form reasonably acceptable to Parent Buyer and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Buyer and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Cooley Godward Kronish llp, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, on a date to be designated jointly by Parent and the Company, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger to Company and concurrently with or as soon as practicable following the Closing shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of designated jointly by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) as promptly as practicable (practicable, but in no event later than three (3) Business Days after the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, ARTICLE IX have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof at the Closing), or at such other time, date time and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in ARTICLE IX of this Agreement, and provided this Agreement has not earlier been terminated in accordance with the terms herein, the Parties shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing on the Closing Date with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DLLCA. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of agreed by Parent and the Company (the time as of which in writing and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions terms and conditions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, at 10:00 a.m. on the date which is three (but in no event later than 3) Business Days after the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the date on which all conditions set forth in Sections 6, 7 and 8, Section 9.1 shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date time and place as Parent Buyer and the Company may mutually agree in writingagree. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Parties Company shall cause the Certificate of Merger to be consummated by executing executed, acknowledged and filing filed on the Closing Date with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Buyer and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Tilray and the Company Privateer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and DLLCA and in a form reasonably acceptable to Parent Tilray and the Company Privateer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Tilray and the Company Privateer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger A closing (the “Closing”) shall take be held at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. 00000, or such other place remotely as promptly the parties hereto may agree, as soon as practicable (but in no event later than the second Business Day business day following the satisfaction or waiver of the last to be satisfied or waived of the date upon which all conditions set forth in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such those conditions)) are satisfied or waived, or at such other timedate as CWT and Navigant may agree (such date, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”). As promptly as possible on the ClosingClosing Date, the Parties parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective at when the time of the filing of such Certificate of Merger has been filed with the Delaware Secretary of State of the State of Delaware or at such later time as may shall be agreed upon by CWT and Navigant and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Xxxxxx Godward Kronish LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, on a date to be designated jointly by Parent and the Company, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger to Company and concurrently with or as soon as practicable following the Closing shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of designated jointly by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Terrain and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Terrain and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Naschitz, Xxxxxxx, Xxxx & Co., at 0 Xxxxx Xx., Xxx-Xxxx, Xxxxxx 0000000, no event later than the second third Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VI hereof (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or waiver of each of such conditionsClosing Date), or at such other time, place or at such other time or on such other date and place as Parent the Acquiror and the Company mutually may mutually agree in writingagree. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause the Merger a certificate of merger to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Fxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Section 9.1 shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction ) or waiver of each of such conditions), or at such other time, date time and place as Parent Acquiror and the Company may mutually agree agree; provided, that the Closing shall not occur prior to the date that is one (1) Business Day following the end of the Marketing Period (as defined in writingthe Debt Commitment Letter). The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Parties Company shall cause the Certificate of Merger to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger with has been accepted for filing by the Secretary of State of the State of Delaware or at such later time as may be agreed by Acquiror and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall shall, subject to Section 9.4, take place remotely as promptly as practicable (but at the law offices of Hxxxxx and Bxxxx, LLP, legal counsel to Parent, located in New York, New York, on a date to be designated jointly by Parent and the Company, which shall be no event later than the second Business Day following third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Article 6 and Article 7 and 8, (other than those the conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionscondition), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at on the time Closing Date upon the filing by the Company of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as may be specified in such Certificate of designated jointly by Parent, Merger with the consent of Parent Sub and the Company (and specified in the Certificate of Merger). The time as of which when the Merger becomes shall become effective being is referred to herein as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger Contemplated Transactions (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Cxxxxx Godward llp, 3000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, on a date to be designated by Parent, which shall be no event later than the second Business Day following fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those the conditions that set forth in Sections 6.6 and 7.4, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At A certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company in connection with the Closing, and, concurrently with or as soon as practicable following the Parties Closing, shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate certificate of Merger merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Aspen and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Aspen and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Vibrant and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Vibrant and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 9.1251 of the DGCL), and subject to the closing of the Merger (the “Closing”) will take place at the offices of Ropes & Gray LLP, Prudential Tower, 800 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, as soon as practicable following consummation of the Offer, but in no event later than the first (1st) Business Day after the satisfaction or waiver of the conditions set forth in Sections 6Article VII (excluding conditions that, 7 and 8by their terms, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to cannot be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other time, place or on such other date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as (such date, the “Closing Date.” ”). At the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger with respect to Delaware, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be is specified in such the Certificate of Merger with the consent of Parent and agreed to by Pxxxxxxxx and the Company (the time as of which the Merger becomes effective Company, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “Closing”) ), shall take place remotely at the offices of Blank Rome LLP, 0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000, as promptly soon as practicable (but in no event not later than the second 5 Business Day following Days) after the satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing (i) delivering to the Secretary of State of the State of Nevada a Certificate of Merger (the “Nevada Certificate of Merger”), in such form as required by, and filing executed and acknowledged in accordance with, the relevant provisions of the NRS and (ii) delivering to the Secretary of State of the State of Florida a Certificate of Merger (the “Florida Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the FLLLCA. The Merger shall become effective as of the date and at such time (the “Effective Time”) as the Nevada Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger Nevada with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable via electronic exchange of closing deliveries, immediately following the execution and delivery of this Agreement or on such other date designated by the mutual agreement of the Company and Acquiror (but in the “Closing Date”), which shall be no event later than the second (2nd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which soon as practicable following the Closing actually takes place is referred to as and on the Closing Date, the Company, Acquiror, and Merger Sub will cause a certificate of merger satisfying the requirements of the Delaware Code (the “Closing Date.” At the Closing, the Parties shall cause the Merger Certificate of Merger”) to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be mutually agreed in writing by the Company and Acquiror and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to Upon the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but at the offices of Xxxxxxxxx Xxxxxxx, LLP, The MetLife Building, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another place is agreed to in no event later than writing by the parties hereto, on the second (2nd) Business Day following the satisfaction or waiver date on which all of the last conditions to be the Closing set forth in Article 7 and Article 8 shall have been satisfied or waived of the conditions set forth in Sections 6, 7 and 8, (other than those conditions that that, by their nature are to nature, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such conditions), conditions at the Closing) or at on such other timedate, date time and place as Parent and the Company and Parent may mutually agree in writing. The date on which the Closing actually takes place is referred to as writing (the “Closing Date.” At ”). Contemporaneously with or promptly as practicable after the Closing, the Parties Company and Merger Sub shall cause a properly executed certificate of merger (the Merger “Certificate of Merger”) conforming to the requirements of the DGCL to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time as of the filing of such date and time that the Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “"Closing”) "), shall take place remotely as promptly as practicable at the offices of Foley & Lardner LLP, 402 W. Broadway, 23rd Floor, San Diego, CA 92101, xx soox xx xxacticaxxx (but in no event later than the second Business Day following the xxx xxx xxxxx xxxx 0 Xxxxxxxx Xxxx) xxxxx xhe satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “"Closing Date.” At " As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing with delivering to the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “"Certificate of Merger”"), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective at the time as of the filing of date and at such time (the "Effective Time") as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with respect to the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”)Merger.

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place remotely as promptly as practicable (but in at the offices of DLA Piper LLP, 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, XX 00000, at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the Transactions herein contemplated have been abandoned pursuant to the provisions Section 7.01 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article VI of this Agreement, the consummation of the Merger (the “Closing”) shall will take place remotely as promptly as practicable (but in at the offices of Xxxxxx and Xxxxx, LLP, 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in a form mutually acceptable to Parent and Company, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Xxxxxx Godward Kronish llp, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, on a date to be designated jointly by Parent and the Company, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger to Company and concurrently with or as soon as practicable following the Closing shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of designated jointly by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable via electronic exchange of closing deliveries, immediately following the execution and delivery of this Agreement or on such other date designated by the mutual agreement of the Company and Acquiror (but in the “Closing Date”), which shall be no event later than the second (2nd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Article 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which soon as practicable following the Closing actually takes place is referred to as and on the Closing Date, the Company, Acquiror, and Merger Sub will cause a certificate of merger satisfying the requirements of the Delaware Code (the “Closing Date.” At the Closing, the Parties shall cause the Merger Certificate of Merger”) to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be mutually agreed in writing by the Company and Acquiror and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California 94025, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a the form reasonably acceptable to Parent and the Company attached hereto as Exhibit E (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger Contemplated Transactions (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX 00000, at 9:00 a.m. Eastern time, on a date to be agreed by the parties, which shall be no event later than the second fifth Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those the conditions set that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsconditions at such time), or at such other unless another time, date and or place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, concurrently with or as soon as practicable following the Closing, the Parties Surviving Corporation shall cause the Merger to be consummated by executing (i) duly execute and filing file with the Secretary of State of the State of Delaware Georgia a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company GBCC (the “Certificate of Merger”); and (ii) comply with the publication requirements of the GBCC. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Georgia or at such later time as may be specified in such the Certificate of Merger in accordance with the GBCC with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Xxxxxx LLP, 0000 0xx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx, 00000 at 10:00 a.m. Pacific Time on a date to be designated by Parent and Target, which shall be no event later than the second Business Day following the (2nd) business day after the 1. satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to would be satisfied at the Closingclosing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, time and date and place as Parent and Target may designate. The failure to consummate the Company may mutually agree in writingMerger on the date and time and at the place specified herein will not relieve any party to this Agreement of any obligation under this Agreement. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger (the Parties “Certificate of Merger”) conforming to the requirements of the DGCL shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at as of the time of that the filing of such Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware or at such later other time as may Parent and Target shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable at the offices of Parent, 4000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. Pacific time on a date to be designated by Parent (but in the “Closing Date”), which shall be no event later than the second fifth Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, or at such other time, date and place as Parent and a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to and, simultaneously with or as the “Closing Date.” At soon as practicable following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate Secretary of MergerState”). The Merger shall become effective at upon the later of: (a) the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware State, or at (b) such later date and time as may be specified in such the Certificate of Merger with the consent of Parent the parties. The date and the Company (the time as of which the Merger becomes effective being is referred to in this Agreement as the “Effective Time”).” The parties agree to use commercially reasonable efforts to consummate the Merger on or prior to December 31, 2010.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “"Closing”") shall take place remotely (i) at 10:00 a.m. (Los Angeles time) at the offices of Sullxxxx & Xromxxxx, 0088 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx xx soon as promptly as practicable (practicable, but in no any event later than within three business days after the second Business Day following the satisfaction or waiver of day on which the last to be satisfied fulfilled or waived of the conditions set forth in Sections 6, 7 and 8, Article VII (other than those conditions that by their nature are to be satisfied fulfilled at the Closing, but subject to the satisfaction fulfillment or waiver of each of such conditions), ) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other time, place and time or on such other date and place as Parent and the Company may mutually agree in writing. The date on which writing (the Closing actually takes place is referred to as the “"Closing Date").” (b) At the Closing, the Parties Company and Merger Sub shall cause a certificate of merger (the Merger "Certificate of Merger") to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger and make all other filings or recordings required by applicable Law (as 3 defined in Section 3.05(a)) in connection with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at such time as the time of the filing of such Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as may be is specified in such the Certificate of Merger in accordance with the consent of Parent and the Company DGCL (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than at the offices of Gxxxxx, Dxxx & Cxxxxxxx LLP, 300 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M., Pacific time, on the second Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VII (other than those such conditions that as may, by their nature are to terms, only be satisfied by action taken at the ClosingClosing or on the Closing Date, but subject to the satisfaction or waiver of each of such those conditions), or at such other time, place or at such other time or on such other date and place as Parent and the Company parties mutually may mutually agree in writing. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause a certificate of merger substantially in the Merger form attached hereto as Exhibit A to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely at the offices of Gxxxxxx Procter LLP, Exchange Place, 50 Xxxxx Xxxxxx, Xxxxxx, XX 00000, at 10:00 A.M., eastern standard time, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived after all of the conditions set forth in Sections 6, 7 and 8, ARTICLE VII (other than those conditions that by their nature terms are required to be satisfied or waived at the Closing) shall have been satisfied or, but subject if permissible, waived by the party entitled to the satisfaction or waiver benefit of each of such conditions)the same, or at such other time, place or at such other time or on such other date and place as Parent the Company and the Company may Acquiror mutually agree in writingagree. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) On the ClosingClosing Date, the Parties parties shall cause a certificate of merger in the Merger form attached as Exhibit B to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”), executed in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than at the second offices of Sidley Austin LLP, 1999 Avenue of the Stars, 17xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 xn the fifth Business Day following the satisfaction or waiver of (to the last to be satisfied or waived extent permitted by applicable Law) of the conditions set forth in Sections 6, 7 and 8, other than those Article III (excluding conditions that by their nature are to cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such conditions), those conditions at or at prior to the Closing) or such other time, date and place time as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At Upon the Closingterms and subject to the conditions set forth in this Agreement, on the Closing Date, the Parties Company, Parent and MergerSub shall duly file, or shall cause the Merger to be consummated by executing and filing duly filed, with the Secretary of State of the State of Delaware Delaware, a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”), in such form as is required by, and executed in accordance with, the applicable provisions of the DGCL. The Merger shall become effective at such time as the time of the filing of such Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as may be specified in such Certificate of Merger with the consent of Parent and the Company shall agree and specify in the Certificate of Merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely electronically as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing among the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000, or remotely via the electronic exchange of signatures if requested by either the Company or Parent, as promptly soon as practicable following (but in no any event later than on the second Business Day following same date as) the satisfaction or waiver of the last to be satisfied or waived of Offer Acceptance Time except if the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to Section 7.1 shall not be satisfied at the Closingor, but subject to the satisfaction or waiver of each extent permissible by applicable Legal Requirements, waived as of such conditions)date, or at such other timein which case on the first business day on which all conditions set forth in Section 7.1 are satisfied or, date and place as Parent and to the Company may mutually agree in writingextent permissible by applicable Legal Requirements, waived. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent DGCL, and the Company (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the “Certificate of Merger”)Merger effective. The Merger shall become effective at upon the date and time of the filing of such Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, as promptly soon as practicable (reasonably practicable, but in no event later than the second Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VII (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or waiver of each of such conditionsClosing Date), or at such other time, place or at such other time or on such other date and place as Parent and the Company parties mutually may mutually agree in writing. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause the Merger a certificate of merger to be consummated by executing executed and filing the Parent shall file such certificate with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”), executed in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions terms and conditions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m. Eastern Time on: (but in no event later than i) the second date which is three (3) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at (ii) such other time, date time and place as Parent Buyer and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Parties Company shall cause the Certificate of Merger to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Buyer and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) ), other than the filing of the Merger Certificate, shall take place remotely as promptly as practicable (but by conference call and by exchange of signature pages by email or other electronic transmission at a time and date to be specified in writing by the Company and SPAC, which shall be no event later than two (2) Business Days after the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article VII shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof), or at such other time, date time and place as Parent SPAC and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article VII of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, SPAC, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent mutually agreed by SPAC and the Company (the time as of which in writing, each acting reasonably, and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to otherwise mutually agreed in writing between Parent and the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Company, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable at the offices of Pxxx Xxxxxxxx LLP, 1000 X. Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 A.M. (but in no event later than Pacific Time) on the second (2nd) Business Day following the satisfaction or waiver of day on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 Articles V and 8, VI shall be satisfied or waived in accordance with this Agreement (other than those conditions that by their nature terms are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a certificate of merger conforming to the Parties requirements of the DGCL and substantially in the form of Exhibit B (the “Certificate of Merger”) shall cause be duly executed by the Merger to Company and shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other date and time as may be specified in such Certificate of Merger with the consent of Parent and the Company may mutually agree and include in the Certificate of Merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely at the offices of Cxxxxx Godward llp, One Freedom Square, 10000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx, at 10:00 a.m. on a date to be designated by the parties (the “Closing Date”), which shall be as promptly soon as practicable (practicable, but in no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of of 1. such conditions)) unless another time or date is agreed to by the parties. Subject to the provisions of this Agreement, or at such other time, date and place as Parent and a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company may mutually agree in writing. The and, concurrently with or as soon as practicable on the date on which the Closing actually takes place is referred to as the “Closing Date.” At of the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later subsequent date or time as may be specified in such Certificate of Merger with the consent of Parent and the Company shall agree and specify in the Certificate of Merger (the date and time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Article 6, Article 7 and Article 8, the consummation closing of the Merger (the “Closing”) shall take place remotely at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, Two Houston Center, 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Article 6, Article 7 and Article 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements of the DGCL DLLCA and in a form reasonably acceptable to Parent and shall make all other filings or recordings required under the Company (the “Certificate of Merger”)DLLCA. The Merger shall will become effective at such time as the time of the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place remotely at the offices of the Company, at 00 Xxxx Xxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, or such other place as promptly as practicable Parent and the Company shall agree, at the later of: (but in no event later than i)10:00 a.m. local time, on the second Business Day following the satisfaction or waiver of third business day on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 5 and 8, 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such those conditions)) shall be satisfied or waived in accordance with this Agreement; or (ii)10:00 a.m. local time, on December 10, 1999, or at such other time, time and date and place as Parent and the Company may mutually agree in writingshall agree. (The date on which the Closing actually takes place is referred to in this Agreement as the “"Closing Date.” At ") Contemporaneously with or as promptly as practicable after the Closing, a properly executed agreement of merger (or Certificate of Merger) conforming to the Parties requirements of the Delaware General Corporation Law shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time such agreement of the filing of such merger (or Certificate of Merger Merger) is filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to Upon the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but at the offices of Xxxxxxxxx Xxxxxxx, LLP, The MetLife Building, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another place is agreed to in no event later than writing by the second Business Day following parties hereto, on the satisfaction or waiver date on which all of the last conditions to be the Closing set forth in Article 7 and Article 8 shall have been satisfied or waived of the conditions set forth in Sections 6, 7 and 8, (other than those conditions that that, by their nature are to nature, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such conditions), conditions at the Closing) or at on such other timedate, date time and place as Parent and the Company and Parent may mutually agree in writing. The date on which the Closing actually takes place is referred to as writing (the “Closing Date.” At ”). Contemporaneously with or promptly as practicable after the Closing, the Parties Company and Merger Sub shall cause a properly executed certificate of merger (the Merger “Certificate of Merger”) conforming to the requirements of the DGCL to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time as of the filing of such date and time that the Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Articles 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxx LLP (“Cooley”), as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Articles 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent PTI and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent PTI and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent PTI and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than on the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6ARTICLE VI, 7 ARTICLE VII and 8, ARTICLE VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the acceptance for filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections ARTICLE 6, ARTICLE 7 and ARTICLE 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Blank Rome LLP, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections ARTICLE 6, ARTICLE 7 and ARTICLE 8, other than those conditions that by their nature are to be satisfied at at’ the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Forza and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”), satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent Forza and the Company (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of specified in such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Forza and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place remotely at the offices of the Company, at 000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, or such other place as promptly as practicable Parent and the Company shall agree, at the later of: (but in no event later than i)10:00 a.m. local time, on the second Business Day business day following the satisfaction or waiver of day on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 5 and 8, 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of those conditions) shall be satisfied or waived in accordance with this Agreement; or (ii) such conditions)other, or at such other time, place time and date and place as Parent and the Company may mutually shall agree in writing. (The date on which the Closing actually takes place is referred to in this Agreement as the “"Closing Date.” At ") Contemporaneously with or as promptly as practicable after the Closing, (x) a properly executed Certificate of Merger conforming to the Parties requirements of Delaware Law shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate Delaware; and (y) properly executed Articles of merger with respect Merger conforming to the Merger, satisfying the applicable requirements of Utah Law shall be filed with the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate Division of Merger”)Corporations, Department of Commerce, State of Utah. The Merger shall become effective at the time of the filing of such Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware or at and such later time as may be specified in such Certificate Articles of Merger are filed with and accepted by the consent Division of Parent and the Company Corporations, Department of Commerce, State of Utah (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1ARTICLE VII, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than by electronic exchange of deliverables at 8:00 a.m. Eastern Time on the second Business Day following third business day after the satisfaction or waiver of (to the last to be satisfied or waived extent such waiver is permitted by this Agreement) of the conditions set forth in Sections 6, 7 and 8, other than ARTICLE VI (except for those conditions to the Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such conditions at the Closing); provided that notwithstanding anything in this Agreement, in no event shall the Closing occur prior to 60 days after the date of such conditions), or at such other time, date and place as Parent and the Company may mutually agree this Agreement without Parent’s prior written consent in writingits sole discretion. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the provisions of this Agreement, at the Closing, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely at the offices of Xxxxxx Godward LLP, 3175 Hanover Street, Palo Alto, California, on a date to be designated by Parent, (of which Parent shall provide no less than two days’ prior written notice to the other parties hereto), which shall be as promptly soon as reasonably practicable (but in no event later than the second Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL UBCA and otherwise satisfactory in a form reasonably acceptable and substance to Parent and the Company (the “Certificate Articles of Merger”)) shall be duly executed by the Company and Merger Sub at or prior to the Closing and, concurrently with or as soon as practicable following the Closing, the Articles of Merger shall be filed with the Utah Division of Corporations and Commercial Code. The Merger shall become effective at the time of the filing of such Certificate the Articles of Merger with the Secretary Utah Division of State of the State of Delaware Corporations and Commercial Code or at such later time as may be specified in such Certificate the Articles of Merger with the mutual consent of Parent and the Company prior to the Closing (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Articles 6 (Conditions Precedent to Obligations of Each Party), 7 (Additional Conditions Precedent to Obligations of Parent and 8Merger Sub) and 8 (Additional Conditions Precedent to Obligations of the Company), the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being is referred to herein as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth Conditions to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “"Closing”) "), shall take place remotely as promptly as practicable at the offices of Blank Rome LLP, 1200 N. Federal Highway, Suite 417, Xxxx Xxxxx, XX 00000, xx xxxx xx xxxxxxxxxxx (but in no event later xxx xxx xater than the second 5 Business Day following Days) after the satisfaction or waiver of the last Conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “"Closing Date.” At " As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing (i) delivering to the Florida Department of State, a certificate of merger (the "Florida Certificate of Merger"), in such form as required by, and filing executed and acknowledged in accordance with, the relevant provisions of the FBCA and (ii) delivering to the Secretary of State of the State of Delaware, a certificate of merger (the "Delaware Certificate of Merger"), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective as of the date and at such time (the "Effective Time") as the Delaware Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than at the second offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., eastern time, on the first Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VI hereof (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or waiver of each of such conditionsClosing Date), or at such other time, place or at such other time or on such other date and place as Parent Acquiror and the Company mutually may mutually agree in writingagree. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause the Merger a certificate of merger to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California 94025, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Milan and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a the form reasonably acceptable to Parent and the Company attached hereto as Exhibit E (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Milan and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “Closing”) ), shall take place remotely at the offices of Dxxxxxxx & Associates, PA, 4000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000 (“Dxxxxxxx”), as promptly soon as practicable (but in no event not later than the second 5 Business Day following Days) after the satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing delivering to the Secretary of State of the State of Florida a Certificate of Merger (the “Certificate of Merger”), in such form as required by, and filing executed and acknowledged in accordance with, the relevant provisions of the FLBCA. The Merger shall become effective as of the date and at such time (the “Effective Time”) as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger Florida with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company but not later than May 2, 2014 (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective TimeOutside Closing Date”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Nevada articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL NRS Chapter 92A and in a form reasonably acceptable to Parent and the Company (the “Certificate Articles of Merger”). The Merger shall become effective at the time of the filing of such Certificate Article of Merger with the Secretary of State of the State of Delaware Nevada or at such later time as may be specified in such Certificate Article of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “Closing”) ), shall take place remotely at the offices of Xxxxx & Xxxxxxx LLP, 000 X. Xxxxxxxx, 00xx Xxxxx, Xxx Xxxxx, XX 00000, as promptly soon as practicable (but in no event not later than the second 5 Business Day following Days) after the satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing with delivering to the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective at the time as of the filing of date and at such time (the “Effective Time”) as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with respect to the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”)Merger.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “"Closing”") shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “"Closing Date.” " At or prior to the Closing, (i) as contemplated by Section 5.3(a)(i), the Nasdaq Reverse Split shall become effective pursuant to the terms of a proposed amendment to Parent's certificate of incorporation, which proposed amendment shall be effected pursuant to the Parent Pre-Effective Time Charter Amendment to be executed and filed with the Secretary of State of the State of Delaware immediately prior to the Effective Time by Parent, and (ii) the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “"Certificate of Merger”"). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Articles 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Xxxxxxx Procter LLP, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Articles 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Yumanity and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Washington articles of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL WBCA and in a form reasonably acceptable to Parent Yumanity and the Company (the “Certificate Articles of Merger”). The Merger shall become effective at the time of the filing of specified in such Certificate Articles of Merger with the Secretary of State of the State of Delaware Washington or at such later time as may be specified in such Certificate Articles of Merger with the consent of Parent Yumanity and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable by electronic exchange of documents on the date which is one (but in no event later than the second 1) Business Day following after the satisfaction or waiver of the last to be first date on which all conditions specified in Section 9.1, Section 9.2 and Section 9.3 have been satisfied or waived of the conditions set forth in Sections 6, 7 and 8, (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions specified in Section 9.1, Section 9.2 and Section 9.3 of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DLLCA. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Xxxxxxxx and the Company (the time as of which in writing and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable at the offices of Xxxxx & XxXxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 8:00 a.m. (but in no event later than California time) on the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those the conditions that set forth in Sections 6.4 and 7.4, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other ) unless another time, date and or place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or immediately following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate certificate of Merger merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) as promptly as practicable (practicable, but in no event later than the second date that is three Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing on the Closing Date with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1Article VI, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in by electronic exchange of deliverables at 8:00 a.m. Eastern Time no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of third (3rd) business day on which the conditions set forth in Sections 6, 7 and 8, Article V are satisfied or waived (other than those any such conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of each (to the extent permitted hereunder) of such conditions), unless another date, time or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but and in no event later than the second Business Day following the satisfaction or waiver of after the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions)), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” ”. At the Closing, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit D attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at 8:00 a.m. (but in no event later than Pacific Time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article VII shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof), or at such other time, date time and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article VII of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Parent, Merger Sub, and the Parties Company shall cause the (i) Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of agreed by Parent and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.17.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Dentons US LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, no event later than the second three (3) Business Day Days following the satisfaction (or waiver of by the last party entitled to be satisfied or waived the benefit thereof) of the conditions to the Closing set forth in Sections 6, 7 and 8, Article 6 (other than those the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).