Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 00 X. Xxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 at 10:00 A.M.a.m. (Minneapolis time), Eastern or at such other place, date and time, or in such other manner, as the Parties hereto may agree in writing (including by electronic exchange of Closing documents in lieu of an in-person Closing), as promptly as practicable following, but in any event no later than the later of second (i2nd) the fifth Business Day following after, the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Datewaiver of such conditions), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does Marketing Period has not occur on ended at the time of the satisfaction or prior waiver of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the Target Closing Date and Acquiror so requestssatisfaction or waiver of such conditions), the Closing shall take place occur on or prior to June 30, 2007 and, the earlier of (x) a date during the Marketing Period specified by Parent in the event that the Closing has not occurred writing on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay no fewer than two (2) Business Days’ notice to the Company an amount equal to $10,000,000 in immediately available funds (it being understood that such date may be conditioned upon the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration simultaneous completion of the extension of the date of Closing (provided thatDebt Financing and, if the Target Closing Date occurs on a date subsequent to June 22Debt Financing is not completed for any reason at such time, 2007 due to such notice shall automatically be deemed withdrawn) and (y) the failure to satisfy a condition to closing under Article VII that is caused by second (2nd) Business Day following the failure last day of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Marketing Period. The date on which the Closing takes place occurs is referred to as the “Closing Date”. Subject to the provisions of this Agreement, (i) articles of merger satisfying the applicable requirements of the MBCA (the “Articles of Merger”) shall be duly executed by Merger Sub and the Company and (ii) Parent, Merger Sub and the Company shall cause the Articles of Merger to be delivered to the Secretary of State of the State of Minnesota for filing concurrently with the Closing. The Merger shall become effective on the Closing Date upon the filing of the Articles of Merger with the Secretary of State of the State of Minnesota or such later time on the Closing Date as is agreed upon in writing by the Parties hereto and specified in the Articles of Merger (such time on the Closing Date, the “Effective Time”).” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following as soon as reasonably practicable after the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties set forth in Article VII (other than such excluding conditions as maythat, by their terms, only cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing Closing); provided, however, that notwithstanding the satisfaction or on waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing Date)until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days’ notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (ii) June 15, 2007 (or the “Target Closing Date”), or may be consummated at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Parent and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereaftermay mutually agree). The date on which the Closing takes place actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) 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 the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, 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.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) shall will take place (a) if the Offer Closing shall have not occurred at or prior to the Merger Closing, 10:00 a.m., New York City time, on the second Business Day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or (b) if the Offer Closing shall have occurred on or prior to the Merger Closing, on the date of, and immediately following the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised), in either case at the offices of XxxxxxDLA Piper LLP (US) located at 1251 Avenue of the Americas, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 and notwithstanding Section 5.3, at 10:00 A.M., Eastern unless another time, no later than date or place is agreed to in writing by Parent and the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Company. The date on which the Merger Closing takes place occurs is referred to in this Agreement as the “Merger Closing Date.” Nothing contained herein Notwithstanding the preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver in writing of those conditions if permissible under applicable Law), or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of the last sentence of Section 5.4(b), then the Merger Closing shall excuse Acquiror from its obligations occur instead on the date following the satisfaction or waiver of such conditions (subject to perform hereunderthe satisfaction or waiver of such conditions on that date) that is the earlier to occur of (i) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days prior notice to the Company and (ii) the Business Day immediately following the final Business Day of the Marketing Period, or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of last sentence of Section 5.4(b), no earlier than five (5) Business Days following the earlier to occur of (x) the termination of discussions with such Qualified Go-Shop Bidder or (y) the fifteenth (15th) day following the Go-Shop End Date, and such date shall be deemed the Merger Closing Date. Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) The Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices by electronic exchange of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Closing documents in lieu of an in-person Closing at 10:00 A.M.a.m. (New York City time), Eastern timeas promptly as practicable following the consummation of the Offer, but in any event no later than the later of (i) the fifth second Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing Date)occurs, and (ii) June 15, 2007 (the “Target Closing Date”), unless this Agreement has been terminated pursuant to its terms or at such other place or at such other unless another time or on such other date as manner of Closing is agreed to by the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior . Subject to the Target Closing Date and Acquiror so requestsprovisions of this Agreement, (i) a certificate of merger satisfying the Closing shall take place on or prior to June 30, 2007 and, in applicable requirements of the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds DGCL (the “Cash-Through Amount,” which amount Certificate of Merger”) shall be deemed credited duly executed by the Company and (ii) Parent, Merger Sub and the Company shall cause the Certificate of Merger to be delivered to the Gross Merger Consideration or Termination FeeDSOS for filing, in each case, as applicable) in consideration soon as practicable following the Offer Acceptance Time and concurrently with the Closing. The Merger shall become effective upon the filing of the extension Certificate of Merger with the DSOS or such later time on the Closing Date as is agreed upon in writing by the Parties hereto and specified in the Certificate of Merger (such time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, franchises and be subject to all of the date of Closing (provided thatdebts, if the Target Closing Date occurs on a date subsequent to June 22obligations, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure liabilities, restrictions and disabilities of the Acquiror to perform or comply with its obligations hereunderCompany and Merger Sub, all as provided in the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing DateDGCL.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxx 00000 at 10:00 A.M.a.m. (Atlanta Time) on a date to be designated by Parent, Eastern time, which shall be no later than the later to occur of (i) the fifth Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Sections 6 and 7 (other than such those conditions as mayset forth in Sections 6.6(e), by their terms6.6(f) and 7.4, only which are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and waiver of such conditions) or (ii) June March 15, 2007 2015 (provided, however, upon completion of the “Target Closing Date”Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other place or at such other time or on such other and/or date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Parent and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)may jointly designate. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Nothing contained herein Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall excuse Acquiror from its obligations cause a certificate of merger (the “Certificate of Merger”) conforming to perform hereunderthe requirements of the DGCL to be filed with the Secretary of State of the State of Delaware. The Merger shall become effective as of the time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Preferred Stock into Common Stock.

Closing; Effective Time. (a) The closing consummation of the Merger Mergers (the “Closing”) shall take be held remotely by exchange of documents and signatures (or their electronic counterparts) unless a place at for the offices of XxxxxxClosing to be held in person is agreed to in writing by the parties to this Agreement, Xxxx & Xxxxxxxx LLPon a date to be designated jointly by Parent and the Company, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, which shall be no later than the later of (i) the fifth second Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable LawLegal Requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations of to effect the Parties Mergers set forth in Article VII (Sections 5.1, 5.2 and 5.3, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver of each of such conditions at the Closing Date)Closing, and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other unless another time or on such other date as is agreed to in writing by Parent and the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Company. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Subject to the provisions of this Agreement, at the Closing, the parties shall excuse Acquiror from its obligations cause a certificate of merger with respect to perform hereunderthe First Merger in the form set forth in Exhibit C hereto (the “First Certificate of Merger”) and immediately thereafter a certificate of merger with respect to the Second Merger in the form set forth in Exhibit D hereto (the “Second Certificate of Merger,” together with the First Certificate of Merger, the “Certificates of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and make all other filings or recordings required by the Company, the Acquisition Subs or Parent under the DGCL and DLLCA in connection with effecting the Mergers. The Mergers shall become effective on the date and at such time as the Certificates of Merger are filed with the Delaware Secretary of State or at such later time as may be mutually agreed to in writing by Parent and the Company and specified in the Certificates of Merger (the time at which the First Merger becomes effective being referred to in this Agreement as the “First Effective Time” and the time at which the Second Merger becomes effective being referred to in this Agreement as the “Second Effective Time”).

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx Lovells US LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPSuite 100, 000 Xxxx XxxxxxMenlo Park, Xxx XxxxCalifornia, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), 94025 or at such other place or at such other time or on such other date location as the Parties mutually parties may agree in writing; provided, however, that if agree. If the Marketing Period shall have ended on or before the Closing does not occur on or prior to the Target Closing Date and Acquiror so requestsConditions Satisfaction Date, then the Closing shall take place at 8:00 a.m. (California time) on a Business Day to be mutually agreed by Parent and the Company, which shall be no later than the third Business Day after the Closing Conditions Satisfaction Date, but subject to the satisfaction or waiver of the conditions set forth in Sections 6.5 and 7.5 and the continued satisfaction or waiver of each of the other conditions set forth in Sections 6 and 7. If the Marketing Period shall not have ended on or prior before the Closing Conditions Satisfaction Date, then the Closing shall take place at 8:00 a.m. (California time) on the earlier of (a) any Business Day during the Marketing Period (after the Closing Conditions Satisfaction Date) designated by Parent in a notice delivered to June 30the Company at least three Business Days before the date designated by Parent in such notice as the date of the Closing or (b) the third Business Day after the end of the Marketing Period, 2007 andbut subject, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay case of each of clauses “(a)” and “(b),” to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration satisfaction or Termination Fee, as applicable) in consideration waiver of the extension conditions set forth in Sections 6.5 and 7.5 and the continued satisfaction or waiver of each of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)other conditions set forth in Sections 6 and 7. The date on Table of Contents which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and consistent with the terms of this Agreement shall excuse Acquiror from its obligations to perform hereunderbe duly executed by the Company and, concurrently with or as soon as practicable following the Closing on the Closing Date, filed with the Secretary of State of the State of Delaware. The Merger shall become effective upon 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 mutually agreed by Parent and the Company and specified in such certificate of merger (the “Effective Time”).

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, remotely as promptly as practicable (but in no event later than the later of (i) the fifth second Business Day following the satisfaction or, or waiver by such party entitled to the extent permitted by applicable Law, waiver of all conditions to the obligations waive such condition of the Parties last to be satisfied or waived of the conditions set forth in Article VII (Sections 6, 7 and 8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such TABLE OF CONTENTS​​ conditions), or at such other time, date and place or at such other time or on such other date as Parent and the Parties Company may mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained As soon as practicable after the determination of the Closing Date in accordance with this Section 1.3, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”), a notice of the proposed date of the Closing, in which notice the parties shall request that the Companies Registrar issue a certificate evidencing the Merger in accordance with Section 323(5) of the Companies Law (the “Certificate of Merger”) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law (the time at which the Merger becomes effective is referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall excuse Acquiror from its obligations to perform hereunderboth occur on the Closing Date.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section ‎9.1‎, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections ‎6‎, ‎7 and ‎‎8, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, remotely as promptly as practicable (but in no event later than the later of (i) the fifth second Business Day following the satisfaction or, or waiver by such party entitled to the extent permitted by applicable Law, waiver of all conditions to the obligations waive such condition of the Parties last to be satisfied or waived of the conditions set forth in Article VII (in Sections ‎6‎,‎7 ‎and ‎‎8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as Parent and the Parties Company may mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained As soon as practicable after the determination of the Closing Date in accordance with this Section ‎‎1.3, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”), a notice of the proposed date of the Closing, in which notice the parties shall request that the Companies Registrar issue a certificate evidencing the Merger (the “Certificate of Merger”) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar of the Certificate of Merger (the time at which the Merger becomes effective is referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger shall excuse Acquiror from its obligations to perform hereunderboth occur on the Closing Date.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at remotely via the offices exchange of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than electronic signature pages on the later of (i) the fifth second Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 6, Section 7 and Section 8 (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as SSMP and the Parties Company may mutually may agree in writing; provided, however, provided that if all the Closing does conditions set forth in Section 6, Section 7 and Section 8 shall not occur have been satisfied or waived on or prior to the Target Closing Date and Acquiror so requestssuch second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or prior to June 30, 2007 and, in waived but no later than either the event that End Date or the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Extended End Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein At the Closing, the Parties shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by executing and filing with the Secretary of State of the State of California a certificate of merger with respect to the Merger, as mutually agreeable to the Parties hereto (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of California, or at such later time as may be specified in such Certificate of Merger with the consent of SSMP and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall will take place at the offices of Ropes & Xxxx LLP, located at Prudential Tower, 000 Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx XxxxXxxxxxxxxxxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of (i) on or prior to the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties Closing set forth in Article VII 2 below (other than such conditions as may, by their terms, only which are to be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (which shall be satisfied on the “Target Closing Date”), or at such other place or at such other time ) or on such other date as is mutually agreed to by Parent and the Parties mutually may agree in writingCompany; provided, however, that if the Closing does day following such fifth Business Day is a Friday or any other day which is not occur on followed immediately by a Business Day then (if so requested by the Company or prior to the Target Closing Date and Acquiror so requests, Representative) the Closing shall take place occur on the next Monday or prior to June 30, 2007 and, in the event other Business Day that is followed immediately by a Business Day such that the Closing has not occurred release of payment of Transaction Expenses and the Xxxx Firm Payout Amount from the Transaction Expenses and Merger Consideration Escrow Account will occur at 9:00 a.m. on or prior to June 22, 2007 or, if later, the Target morning following the Closing Date. Subject to Section 7.01, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition consummate the Closing on the date determined by this Section 1.02 shall not result in the termination of this Agreement and shall not relieve any party to closing under Article VII that is caused by the failure this Agreement of the Acquiror to perform or comply with its obligations any obligation hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which of the Closing takes place is herein referred to as the “Closing Date.” Nothing contained herein At the Closing, Merger Sub and the Company shall excuse Acquiror from its obligations cause a certificate of merger (the “Certificate of Merger”) to perform hereunderbe executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective as of the date and time of such filing or such other time after such filing as Merger Sub and the Company shall agree in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) The Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Akin Gump Xxxxxxx Xxxxx & Xxxx & Xxxxxxxx LLP, 000 Xxxx XxxxxxXxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 commencing at 10:00 A.M., a.m. (prevailing Eastern time, no later than Time) on the later of date which is three (i3) Business Days after the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of date on which all conditions to the obligations of the Parties set forth in Article VII 8 of this Agreement shall have been satisfied or waived (to the extent legally permissible) by the appropriate party (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver (to the Closing Date), and (iiextent legally permissible) June 15, 2007 (the “Target Closing Date”), of those conditions) or at such other place or at such other time or on such other date and place as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Acquiror and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)may mutually agree. The date on which the Closing takes place actually occurs is referred to in this Agreement as the “Closing Date.” Nothing contained herein Subject to the satisfaction or waiver (to the extent legally permissible) by the appropriate party of all of the conditions set forth in Article 8 of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Company shall excuse Acquiror from its obligations file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DLLCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to perform hereunderas the “Effective Time”); provided, that, notwithstanding the Effective Time set forth in the Certificate of Merger or the time the Closing occurs on the Closing Date, for tax and accounting purposes relating to business operations (but not the items described in Section 7.2(e)), the Closing shall be deemed to have occurred at 12:01 a.m. (prevailing Eastern Time) on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

Closing; Effective Time. (a) The closing of the Blocker Mergers (“Blocker Merger Closing”), and the closing of the Company Merger (the “Company Merger Closing”) and the closing of the other transactions contemplated by this Agreement (together with the Blocker Merger Closing, and the Company Merger Closing, the “Closing”) shall take place at the offices electronically, by exchange of Xxxxxxsignature pages by email or other electronic transmission, Xxxx & Xxxxxxxx LLPas promptly as reasonably practicable, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, but in no event later than at 9:00 a.m. Eastern Time on the later of third (i3rd) the fifth Business Day following after the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII Section 11.1(a), Section 11.2(a), and Section 11.3 have been satisfied, or, if permissible, waived by the Party entitled to the benefit of the same (other than such those conditions as may, which by their terms, only terms are required to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver of such conditions at the Closing), or at, such other date and time as the Parties mutually agree in writing (the date upon which the Closing Date)actually occurs, and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree . Notwithstanding anything in writing; provided, however, that if the Closing does not occur on or prior this Agreement to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 andcontrary, in the event that the Closing has conditions to closing of any Blocker Merger set forth in Section 11.1(b) or Section 11.2(b) are not occurred on satisfied or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided thatwaived, if the Target Closing Date occurs on applicable Non-Party Blocker is not a date subsequent to June 22, 2007 due Delaware Corporation as of the immediately prior to the failure to satisfy Blocker Effective Time, or if such Blocker Merger cannot otherwise be consummated, the Parties will not consummate such Blocker Merger (any such unconsummated Blocker Merger, a condition to closing “Failed Blocker Merger”) and such Blocker will be treated as a Company Equityholder for all purposes under Article VII that is caused by this Agreement. For the failure avoidance of doubt, no Failed Blocker Merger shall relieve the Parties of the Acquiror obligation to perform consummate the Blocker Merger Closing with respect to all other Blocker Mergers or comply with its obligations hereunderthe Company Merger Closing, in each case, pursuant to the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing Dateterms of this Agreement.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated pursuant to Section 10.1, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx, XX 00000, at 10:00 A.M., Eastern time, no later than a.m. (a) on the later of date which is three (i3) Business Days after the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of date on which all conditions to the obligations of the Parties set forth in Article VII Section 9.1 shall have been satisfied or, if permissible, waived (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver of such conditions at the Closing DateClosing), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur such date occurs on or prior to after the Target Closing Date and Acquiror so requeststwentieth 20th day of any month, the Closing shall take place occur on or the last Business Day of such month; provided, further, that in no event shall the Closing occur prior to June 30December 4, 2007 and2017 unless Buyer specifies an earlier date on no less than two (2) Business Days’ prior written notice to the Company; or (b) such other time and place as Buyer and the Company may mutually agree in writing. Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in the event that Article IX (other than conditions which by their terms are required to be satisfied or waived at Closing), then the Closing has not occurred shall occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (i) any Business Day prior to June 22, 2007 or, if later, or during the Target Closing Date, the Acquiror shall promptly pay Marketing Period as may be specified by Buyer on no less than two Business Days’ prior notice to the Company an amount equal to $10,000,000 in immediately available funds and (ii) the “Cash-Through Amount,” which amount shall be deemed credited to Business Day following the Gross Merger Consideration or Termination Fee, as applicable) in consideration final day of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Marketing Period. The date on which the Closing takes place actually occurs is referred to in this Agreement as the “Closing Date.” Nothing contained herein Subject to the satisfaction 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 Company shall excuse Acquiror from its obligations cause the Certificate of Merger to perform hereunderbe executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant sections of the Act. The Merger shall become effective at the time when the 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 the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) The closing Unless otherwise mutually agreed in writing between the Company and Parent, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Company’s offices, at 10:00 A.M.a.m. New York time on either (i) January 4, Eastern time2021; provided that, all conditions set forth in Section 6 (Conditions Precedent to the Obligations of Parent and Merger Sub) and Section 7 (Conditions Precedent to the Obligations of the Company) are satisfied on or before December 30, 2020 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or (ii) otherwise, the date after January 4, 2021 that is the second Business Day after the date on which the last to be satisfied or waived of the conditions set forth in Section 6 (Conditions Precedent to the Obligations of Parent and Merger Sub) and Section 7 (Conditions Precedent to the Obligations of the Company) are satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the actual date of the Closing, the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing (but no later than the later Closing Date and no earlier than the confirmation of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations receipt of the Parties set forth in Article VII (other than such conditions as may, Upfront Payment Amount by their terms, only be satisfied at the Closing or on Payment Agent to Parent and the Closing DateCompany), delivered to and (ii) June 15, 2007 (filed with the “Target Closing Date”)Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective upon the date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware, or at such other place or at such other later time or on such other date as may be mutually agreed in writing by the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Company and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, Parent and specified in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds Certificate of Merger (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterEffective Time”). The date on which the Closing takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The Unless this Agreement is terminated pursuant to Article VIII hereof, the closing of the Merger and the other transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, on a date to be specified by the parties hereto (the “Closing Date”), which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Articles VI and VII (other than those conditions that by their terms are to be satisfied at the Closing), unless another time or date is agreed to by the parties hereto; provided, however, that, notwithstanding anything to the contrary set forth herein, Parent may in its sole and absolute discretion elect to postpone the Closing Date by up to five (5) calendar days (or, if the fifth (5th) calendar day is not a business day, the next business day thereafter) following the Closing Date that would otherwise have applied pursuant to this Section 1.2; and provided further that Parent may not exercise its rights to postpone the Closing Date pursuant to the preceding proviso more than two (2) times (i.e., not for a total of more than ten (10) calendar days) or to a date later than the Outside Date. The Closing shall take place at the offices of XxxxxxXxxxxxx Xxxxx Xxxxx Xxxxxxxx LLC, Xxxx & Xxxxxxxx LLPSuite 700, 000 Xxxx Xxxxxx1600 Division Street, Xxx XxxxNashville, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”)Tennessee, or at such other place or at such other time or on such other date location as the Parties parties hereto shall mutually may agree in writing; provided, however, that if agree. At the Closing does not occur on or prior to the Target Closing Date and Acquiror so requestsClosing, the Closing parties hereto shall take place on or prior cause the Merger to June 30, 2007 and, be consummated by filing a certificate of merger substantially in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds form of Exhibit B (the “Cash-Through Amount,” which amount shall be deemed credited to Certificate of Merger”) with the Gross Merger Consideration or Termination Fee, as applicable) in consideration Secretary of State of the extension State of Delaware (the “Delaware Secretary”), in accordance with the relevant provisions of the date DGCL (the time of Closing (provided thatsuch filings, if or such later time as may be agreed in writing by the Target Closing Date occurs on a date subsequent to June 22parties hereto and specified in the Certificate of Merger, 2007 due to being the failure to satisfy “Effective Time”). If the Delaware Secretary requires any changes in the Certificate of Merger as a condition to closing under Article VII filing or issuing a certificate to the effect that the Merger is caused by effective, Merger Sub, Parent and/or Company shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the failure terms of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing Datethis Agreement.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Merger Sub, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Pxxx Xxxxxxxx LLP, 000 Xxxx 1000 Xxxxxxxxx Xxxxxx, Xxx XxxxX.X., Xxx Xxxx Xxxxxxx, XX 00000, (i) if the Acceptance Time shall have occurred at or prior to the Closing, at 10:00 A.M.a.m. local time on a date specified by the Company and Parent, Eastern time, which shall be no later than the later of second (i2nd) the fifth Business Day following business day after the satisfaction or, to the extent permitted by applicable Law, or Table of Contents waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 7 (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Datewaiver of such conditions), and ; or (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does Acceptance Time shall not occur on have occurred at or prior to the Target Closing Date Closing, at 10:00 a.m. local time on a date specified by the Company and Acquiror so requestsParent, which shall be no later than the third (3rd) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions); provided, that notwithstanding the satisfaction or waiver of the conditions set forth in Section 7 hereof, if an Offer Termination has occurred and the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), the Closing shall take place occur instead on (x) the date following the satisfaction or prior waiver of such conditions that is the earliest to June 30, 2007 and, in occur of (A) any business day during the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay Marketing Period specified by Parent to the Company an amount equal to $10,000,000 in immediately available funds on no less than two (the “Cash-Through Amount,” which amount shall be deemed credited 2) business days’ written notice to the Gross Merger Consideration or Termination Fee, as applicableCompany and (B) in consideration the third (3rd) business day after the final day of the extension Marketing Period, but subject, in each case, to the satisfaction or waiver of the date of Closing conditions set forth in Section 7 at such time (provided thatother than those conditions that by their nature are to be satisfied at the Closing, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due but subject to the failure satisfaction or waiver of such conditions at such time) or (y) such other date, time, or place as agreed to satisfy a condition to closing under Article VII that is caused in writing by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)and Parent. The date on which the Closing takes place occurs is referred to in this Agreement as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place as promptly as practicable, and in any event within five (5) Business Days after the satisfaction or waiver (by the party entitled to waive such conditions) of the conditions set forth in Article VII, including for the avoidance of doubt the condition set forth in Section 7.2(f)(D) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) at the offices of Xxxxxx, Xxxx Xxxxxxxx & Xxxxxxxx LLPXXX, 000 Xxxx Xxxxxx00X Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx Xxxxx 0, 00 Xxxxxxx Xxxx, Xxx Xxxx 00000Xxxxxxxx Xxxxxxxx, Xxxxxxx, PRC, unless another place, date or time is agreed to in writing between the Company (at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations direction of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing DateIndependent Committee), Parent and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Sub. The date on upon which the Closing takes place actually occurs is herein referred to as the “Closing Date.” Nothing contained herein On the Closing Date, the parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by filing the Plan of Merger, in substantially the form attached hereto as Exhibit A (the “Plan of Merger”), a certificate of good standing and a director’s declaration for each of Merger Sub and the Company, and any other required certificates and documents with the Registrar of Companies of the Cayman Islands (the “Registrar”). The Merger shall become effective upon the registration of the Plan of Merger by the Registrar, which shall be evidenced by the issue by the Registrar of a Certificate of Merger in respect of the Merger (the date of such registration, the “Effective Time”). If the Registrar requires any changes to the Plan of Merger as a condition to registration or to issuing the Certificate of Merger, Parent, Merger Sub and the Company will mutually cooperate to execute any necessary revisions incorporating such changes, provided that such changes are not inconsistent with and do not result in any material change to the terms of this Agreement.

Closing; Effective Time. (a) The closing 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 Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m. local time at the offices of Xxxxxx, Xxxx Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than XX 00000 on the later of (i) the fifth third Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (Section 6, Section 7 and Section 8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”)waiver of each of such conditions, or at such other time, date and place or at such other time or on such other date as the Parties Chardonnay and Riesling may mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target resolutions of the shareholders’ meeting of New Parent on the Share Exchange described in Section 1.8(a)(i)(A) or the resolutions on the Riesling Share Exchange described in Section 1.2(a)(i)(A) and (B) of the Support Agreement have not been adopted as of the Reorganization Initiation Date, then (i) Riesling shall undertake to have the shareholders’ meeting of New Parent adopt such resolutions, in each case, no later than three (3) Business Days as from the Reorganization Initiation Date and Riesling shall promptly take the other actions contemplated hereunder required to satisfy the condition set forth in Section 7.7 relating to the consummation of the Riesling Share Transfer and (ii) notwithstanding anything to the contrary in this Agreement, all conditions to Closing set forth in Sections 7.1-7.4 (including those conditions that by their nature can be satisfied only at the Closing) shall be deemed to have been satisfied or (to the extent permitted by applicable Law) waived by Chardonnay on and as of the Closing Date occurs on a date irrespective of any facts, circumstances or events arising subsequent to June 22the date that such resolutions are adopted, 2007 due so long as Riesling delivers the Officers’ Certificate contemplated by Section 7.3 dated as of the date such resolutions are adopted (except that Section 7.2 shall not be deemed to be satisfied to the failure to satisfy extent it would not be satisfied as a condition to closing under Article VII that is caused result of a Willful Breach by Riesling, New Parent or Merger Sub from and after the failure of Reorganization Initiation Date until the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterClosing). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.”

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx Dechert LLP, 000 Xxxx Xxxxxx, Xxx 0000 X. Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx 000, Xxxxxxxx Xxxx, XX 00000-0000, at 10:00 A.M.a.m. on a date to be designated by Parent (the “Closing Date”), Eastern time, which shall be no later than the later of (i) the fifth Business Day following first business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 7 (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of such conditions), or at such other place or at such other place, date and time or on such other date as the Parties mutually Company and Parent may agree in writing; provided, however, that if if, as of or immediately following the Closing does not occur on Acceptance Date, the expiration of any “subsequent offering period” pursuant to Section 1.1(d) or prior the purchase of the Top-Up Option Shares, a Short-Form Merger is available pursuant to Section 6.3(b) and Section 253 of the Target Closing Date and Acquiror so requestsDGCL, the Closing shall take place on shall, subject to the satisfaction or prior to June 30waiver of the conditions set forth in Section 7, 2007 and, in occur no later than the event that first business day immediately following the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Acceptance Date, the Acquiror shall promptly pay expiration of such “subsequent offering period” or the purchase of the Top-Up Option Shares, as applicable. Subject to the Company an amount equal to $10,000,000 in immediately available funds provisions of this Agreement, a certificate of merger or a certificate of ownership and merger, as applicable, satisfying the applicable requirements of the DGCL (the “Cash-Through Amount,” which amount Certificate of Merger”) shall be deemed credited to duly executed by the Gross Merger Consideration Company or Termination FeePurchaser, as applicable) in consideration , and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the extension State of Delaware (the date “Secretary of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterState”). The Merger shall become effective upon the later of: (a) the date on which and time of the Closing takes place filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger, in accordance with applicable Legal Requirements, with the consent of Parent and the Company. The date and time the Merger becomes effective is referred to in this Agreement as the “Closing DateEffective Time.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of as soon as reasonably practicable (iand in any event within ten (10) the fifth Business Day following Days) after the satisfaction or, or waiver (by the party entitled to the extent permitted by applicable Law, waiver of all conditions to the obligations waive such conditions) of the Parties conditions set forth in Article VII (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver of those conditions at the Closing DateClosing), and (ii) June 15at the offices of Mxxxxxxx & Fxxxxxxx LLP, 2007 (the “Target Closing Date”)22nd Floor, China Central Pxxxx Xxxxx 0, 00 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, PRC, unless another place, date or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior is agreed to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)parties hereto. The date on upon which the Closing takes place actually occurs is herein referred to as the “Closing Date.” Nothing contained herein On the Closing Date, the parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by executing (or in the case of Parent, causing to be executed by Merger Sub) and filing the Plan of Merger, in substantially the form attached hereto as Exhibit A (with such changes as Parent may specify consistent with this Agreement to reflect the formation of Merger Sub as the “Merging Company” under the Plan of Merger as contemplated by Section 1.3) (the “Plan of Merger”), a certificate of good standing, a director’s declaration for each of Merger Sub and the Company and any other required certificates and documents with the Registrar of Companies of the Cayman Islands (the “Registrar”). The Merger shall become effective upon the registration of the Plan of Merger by the Registrar (the “Effective Time”), which shall be evidenced by the issue by the Registrar of the Certificate of Merger in respect of the Merger. If the Registrar requires any changes to the Plan of Merger as a condition to registration or to issuing the Certificate of Merger, Parent, Merger Sub and the Company will mutually cooperate to execute any necessary revisions incorporating such changes; provided, that such changes are not inconsistent with, and do not result in any material change in, the terms of this Agreement.

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of XxxxxxDLA Piper LLP (US), 0000 Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M.a.m. on a date to be designated by Parent (the “Closing Date”), Eastern time, which shall be no later than the later of (i) the fifth Business Day following first business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 7 (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of such conditions), or at such other place or at such other place, date and time or on such other date as the Parties mutually Company and Parent may agree in writing; provided, however, that if if, as of or immediately following the Closing does not occur on Acceptance Date, the expiration of any “subsequent offering period” pursuant to Section 1.1(c) or prior the purchase of the Top-Up Option Shares, a Short-Form Merger is available pursuant to Section 6.3(b) and Section 253 of the Target Closing Date and Acquiror so requestsDGCL, the Closing shall take place on shall, subject to the satisfaction or prior to June 30waiver of the conditions set forth in Section 7, 2007 and, in occur no later than the event that first business day immediately following the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Acceptance Date, the Acquiror shall promptly pay expiration of such “subsequent offering period” or the purchase of the Top-Up Option Shares, as applicable. Subject to the Company an amount equal to $10,000,000 in immediately available funds provisions of this Agreement, a certificate of merger or a certificate of ownership and merger, as applicable, satisfying the applicable requirements of the DGCL (the “Cash-Through Amount,” which amount Certificate of Merger”) shall be deemed credited to duly executed by the Gross Merger Consideration Company or Termination FeePurchaser, as applicable) in consideration , and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the extension State of Delaware (the date “Secretary of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterState”). The Merger shall become effective upon the later of: (a) the date on which and time of the Closing takes place filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger, in accordance with applicable Legal Requirements, with the consent of Parent and the Company. The date and time the Merger becomes effective is referred to in this Agreement as the “Closing DateEffective Time.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxx 00000 at 10:00 A.M.a.m. (Atlanta Time) on a date to be designated by Parent, Eastern time, which shall be no later than the later to occur of (i) the fifth Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Sections 6 and 7 (other than such those conditions as mayset forth in Sections 6.6(e), by their terms6.6(f) and 7.4, only which are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and waiver of such conditions) or (ii) June 15May 31, 2007 2015 (provided, however, upon completion of the “Target Closing Date”Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other place or at such other time or on such other and/or date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Parent and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)may jointly designate. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Nothing contained herein Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall excuse Acquiror from its obligations cause a certificate of merger (the “Certificate of Merger”) conforming to perform hereunderthe requirements of the DGCL to be filed with the Secretary of State of the State of Delaware. The Merger shall become effective as of the time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Preferred Stock into Common Stock.

Closing; Effective Time. (a) The Subject to the terms and conditions of this Agreement, the closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at occur on the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of third (i3rd) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties set forth in Article VII (other than such those conditions as may, that by their terms, only nature are to be satisfied by actions taken at Closing, but subject to the satisfaction or waiver of such conditions) or on such other date as Sellers and Buyer may agree in writing; provided that, notwithstanding the foregoing, the Closing shall not occur until the earlier of (a) a date during the Marketing Period specified by Buyer on no fewer than three Business Days’ written notice to Sellers (unless a shorter period shall be agreed to by Sellers) and (b) the third Business Day following the final day of the Marketing Period (subject, in each case, to the satisfaction or on waiver of the obligations of the Parties set forth in Article VII of this Agreement (other than those conditions that by their nature are to be satisfied by actions taken at Closing, but subject to the satisfaction or waiver of such conditions)). The date of the Closing Date), and (ii) June 15, 2007 (shall be referred to herein as the “Target Closing Date”). The Closing shall take place at the offices of King & Spalding LLP located at 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. Atlanta, Georgia time, or at such other place or at such other time or on such other date as the Parties mutually Sellers and Buyer may agree in writing; provided. At the Closing, however(x) Merger Sub and the Company will cause the Company FL Certificate of Merger to be executed and filed with the Florida Department of State and the Company DE Certificate of Merger to be executed and filed with the Secretary of State of Delaware and (y) immediately following the Company Effective Time, that if Blocker Merger Sub and HD Waterworks Inc. will cause the Closing does not occur on or Blocker Certificate of Merger to be executed and filed with the Secretary of State of Delaware. Subject to the Company Effective Time occurring immediately prior to the Target Closing Date Blocker Effective Time in accordance with Sections 2.1 and Acquiror so requests2.2, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration occurrence of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount Blocker Effective Time shall hereinafter be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing DateEffective Time”.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing 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 Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices telephonically and/or by electronic exchange of Xxxxxxdocuments, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, as promptly as practicable (but in no event later than the later of second (i2nd) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (Section 6, Section 7 and Section 8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as the Parties Advaxis and Biosight may mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained As soon as practicable after the determination of the date on which the Closing is to take place, each of Biosight and Advaxis shall, and Advaxis shall cause Merger Sub to, in coordination with each other, deliver to the Companies Registrar of the Israeli Corporations Authority (the “Companies Registrar”) a notice (the “Merger Notice”) of the contemplated Merger and the proposed date on which the Companies Registrar is requested to issue a certificate evidencing the Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”) after notice that the Closing has occurred is served to the Companies Registrar, which the Parties shall deliver promptly following the Closing. The Merger will become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the ICL (the time at which the Merger becomes effective is referred to herein as the “Effective Time”). The Parties shall excuse Acquiror from its obligations use reasonable best efforts to perform hereundercoordinate with the Companies Registrar the issuance of the Certificate of Merger as of the Closing Date. If the Certificate of Merger is not issued on the Closing Date, Advaxis shall provide Biosight with a new Certificate of Merger.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of XxxxxxMintz, Xxxx & Levin, Cohn, Ferris, Glovksy and Popeo, P.C. located at 0000 Xxxxxx Xxxxxxxx LLPXxxxx, 000 Xxxx XxxxxxXxxxx 000, Xxx XxxxXxxxx, Xxx Xxxx XX 00000, at 10:00 A.M.as promptly as practicable (but in no event earlier than June 6, Eastern time, no 2014 or later than the later of (i) the fifth second Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (Section 6, Section 7 and Section 8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as Parent and the Parties Company may mutually may agree in writing; provided, however, provided that if all the Closing does conditions set forth in Section 6, Section 7 and Section 8 shall not occur have been satisfied or waived on or prior to the Target Closing Date and Acquiror so requestssuch second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein At the Closing, the Parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe 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 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 (the “Certificate of Merger”) 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) The Subject to the terms and conditions of this Agreement, the closing of the Merger Mergers (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, commencing at 10:00 A.M., Eastern time, no later than a.m. on the later of (i) date which is three Business Days after the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of date on which all conditions to the obligations of the Parties set forth in Article VII X shall have been satisfied or waived (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing; provided, that, notwithstanding the foregoing, if the Marketing Period has not ended prior to the time of the satisfaction or waiver of the conditions to Closing or set forth in Article X (other than conditions which, by their nature, are to be satisfied on the Closing Date), then the Closing shall instead occur following the satisfaction or waiver of such conditions to Closing on the date that is the earlier to occur of (a) any Business Day before or during the Marketing Period as may be specified by Acquiror on no less than two Business Days’ prior written notice to the Company and (iib) June 15, 2007 (the “Target Closing Date”)third Business Day immediately following the expiration of the Marketing Period, or at such other place or at such other place, date and time or on such other date as Acquiror and the Parties mutually may Company shall agree in writing; providedwriting (subject, howeverin each case, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on satisfaction or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration waiver of all of the extension conditions set forth in Article X as of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent determined pursuant to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterthis proviso). The date on which the Closing takes place actually occurs is referred to in this Agreement as the “Closing Date.” Nothing contained herein Subject to the satisfaction or waiver of all of the conditions set forth in Article X of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, Acquiror, Merger Sub and the Company shall excuse Acquiror from its obligations cause the First Certificate of Merger and the Second Certificate of Merger to perform hereundereach be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the DGCL and DLLCA, as applicable. The Initial Merger shall become effective at the First Effective Time, and the Subsequent Merger shall become effective at the Effective Time.

Closing; Effective Time. (a) The closing Unless another time, date or place is agreed to in writing by the parties hereto, the consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Bond, Sxxxxxxxx & Kxxx, PLLC, Oxx Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx XxxxXxxxxxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, 00000 (or remotely via the electronic exchange of executed documents and other closing deliverables) no later than the later of (i) the fifth third Business Day following after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver of all conditions to the obligations hereunder) of the Parties last to be satisfied or waived of the conditions set forth in Article ARTICLE VII and ARTICLE VIII (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver (to the Closing Dateextent permitted hereunder) of such conditions), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does Marketing Period has not occur on ended at the time of the satisfaction or prior waiver (to the Target Closing Date extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in ARTICLE VII and Acquiror so requestsARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing), the Closing shall take place occur on the earlier of (i) a Business Day before or during the Marketing Period specified by Parent on three (3) Business Days prior written notice to June 30the Company, 2007 andand (ii) the first Business Day following the final day of the Marketing Period (subject, in the event that the Closing has not occurred on or prior to June 22each case, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds satisfaction or waiver (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicableextent permitted hereunder) in consideration of all of the extension of conditions set forth in ARTICLE VII and ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the date of Closing (provided thatClosing, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due but subject to the failure satisfaction or waiver (to satisfy a condition to closing under Article VII that is caused by the failure extent permitted hereunder) of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereaftersuch conditions)). The date on which the Closing actually takes place is referred to as the “"Closing Date.” Nothing contained herein " Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the NYBCL shall excuse Acquiror from its obligations to perform hereunderbe duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of New York. The Merger shall become effective (the "Effective Time") at the time of the filing of such certificate of merger with the Secretary of State of the State of New York or at such later time as may be specified in such certificate of merger with the consent of Parent and the Company.

Closing; Effective Time. (a) The closing of the Contemplated Transactions and the Merger (the “Closing”) shall will take place at the offices of Xxxxxx, Ropes & Xxxx & Xxxxxxxx LLP, 000 Xxxx XxxxxxLLP at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 A.M.as soon as practicable, Eastern time, but in no event later than 10:00 a.m. New York time on the later to occur of (ix) January 28, 2019 or (y) the fifth second Business Day following after the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations date on which each of the Parties conditions set forth in Article VII 8 (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to their satisfaction or on waiver at the Closing Date), and (iiClosing) June 15, 2007 (the “Target Closing Date”)has been satisfied or waived in accordance with Section 10.02, or at such other place or place, at such other time or on such other date as Buyer and the Parties Company may mutually may agree in writingagree; provided, however, that that, subject to the following proviso, if the Closing does not occur second Business Day after the date on which the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) have been satisfied or waived is (x) on or before February 11, 2019 and (y) prior to the Target Closing Date and Acquiror so requeststhird Business Day immediately following the final day of the Marketing Period, the Closing shall take place occur on the earliest to occur of (a) a date during the Marketing Period specified by Buyer to the Company on not less than four Business Days’ notice, (b) the third Business Day immediately following the final day of the Marketing Period (but not before January 28, 2019) or prior to June 30(c) February 11, 2007 and2019; provided, further, however, that, notwithstanding the foregoing proviso, in the event that the Closing Company does not provide the Required Information prior to January 28, 2019, (x) the preceding proviso shall be inapplicable, and (y) if the Marketing Period has not occurred on or ended prior to June 22, 2007 or, if later, the Target Closing Date, second Business Day after the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) have been satisfied or waived, the Closing takes place shall occur (assuming the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) have been satisfied or waived) on the earliest to occur of (i) a date during the Marketing Period specified by Buyer to the Company on not less than four Business Days’ notice and (ii) the date that is referred to as the third Business Day following the final day of the Marketing Period. At the Closing, MergerSub and the Company will cause a certificate of merger (the “Closing DateCertificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with Section 264 of the DGCL and Section 18-209 of the DLLCA. The Merger will become effective as of the Effective Time.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing Unless this Agreement shall have terminated and the transactions contemplated in the Agreement shall have been abandoned pursuant to Article IX hereof, and if the Agreement has not been terminated pursuant to Article IX hereof, subject to the fulfillment or waiver of all of the Merger conditions contained in Article VIII hereof, on the later of (i) April 3, 2006 or (ii) a date within five (5) Business Days following the satisfaction of all of the conditions contained in Article VIII hereof (other than those conditions which by their terms are to be satisfied at the Closing (as defined below)), a closing (the “Closing”) shall take place will be held at the offices of XxxxxxWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at 600 Xxxx Xxxx Xxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of Xxxxxxxxxx 00000 (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually parties may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafteragree). The date on which the Closing takes place is actually held is referred to herein as the “Closing Date.” Nothing contained herein On the Closing Date, Parent, Parent Americas, Merger Sub and the Company shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by filing articles of merger with the Wisconsin Department of Financial Institutions (the “Wisconsin Department”) (the “Articles of Merger”), and the Articles of Merger shall have been executed in accordance with the relevant provisions of the WBCL. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Wisconsin Department, or at such other time as Merger Sub and the Company shall agree should be specified in the Articles of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) The closing Unless another time, date or place is agreed to in writing by the parties hereto, the consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Bond, Xxxxxxxxx & Xxxx, PLLC, Xxx Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx XxxxXxxxxxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, 00000 (or remotely via the electronic exchange of executed documents and other closing deliverables) no later than the later of (i) the fifth third Business Day following after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver of all conditions to the obligations hereunder) of the Parties last to be satisfied or waived of the conditions set forth in Article ARTICLE VII and ARTICLE VIII (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver (to the Closing Dateextent permitted hereunder) of such conditions), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does Marketing Period has not occur on ended at the time of the satisfaction or prior waiver (to the Target Closing Date extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in ARTICLE VII and Acquiror so requestsARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing), the Closing shall take place occur on the earlier of (i) a Business Day before or during the Marketing Period specified by Parent on three (3) Business Days prior written notice to June 30the Company, 2007 andand (ii) the first Business Day following the final day of the Marketing Period (subject, in the event that the Closing has not occurred on or prior to June 22each case, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds satisfaction or waiver (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicableextent permitted hereunder) in consideration of all of the extension of conditions set forth in ARTICLE VII and ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the date of Closing (provided thatClosing, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due but subject to the failure satisfaction or waiver (to satisfy a condition to closing under Article VII that is caused by the failure extent permitted hereunder) of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereaftersuch conditions)). The date on which the Closing actually takes place is referred to as the “"Closing Date.” Nothing contained herein " Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the NYBCL shall excuse Acquiror from its obligations to perform hereunderbe duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of New York. The Merger shall become effective (the "Effective Time") at the time of the filing of such certificate of merger with the Secretary of State of the State of New York or at such later time as may be specified in such certificate of merger with the consent of Parent and the Company.

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of XxxxxxPaul, Hastings, Xxxxxxxx & Xxxxxx LLP at 00 Xxxx & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 A.M., Eastern time, no later than a.m. New York City Time on the later of (i) the fifth second Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII VI (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (iiwaiver of such conditions) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as Parent and the Parties Company shall mutually may agree in writingdesignate; provided, however, that if the Closing does Marketing Period has not occur on ended at the time of the satisfaction or prior waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the Target Closing Date and Acquiror so requestssatisfaction or waiver of those conditions), the Closing shall take place occur on the date following the satisfaction or prior waiver of such conditions that is the earliest to June 30, 2007 and, in occur of (a) a date during the event that the Closing has not occurred Marketing Period to be specified by Parent on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay no less than three Business Days’ notice to the Company an amount equal to $10,000,000 in immediately available funds Company, (b) the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration final day of the extension of Marketing Period, and (c) the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Outside Date. The date on which the Closing takes place is referred to herein as the “Closing Date.” Nothing contained herein A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall excuse Acquiror from its obligations to perform hereunderbe duly executed by the Company and simultaneously with the Closing shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at 10:00 A.M.as soon as practicable, Eastern time, but in no event later than the later of (i) the fifth Business Day following third business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties set forth in Article VII (other than such excluding conditions as maythat, by their terms, only cannot be satisfied at until the Closing, but the Closing shall be subject to the satisfaction or on waiver of those conditions); provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, Holdings and Merger Sub shall not be required to effect the Closing Date), until the earlier of (a) a date during the Marketing Period specified by Holdings on no less than three business days’ notice to the Company and (iib) June 15, 2007 the final day of the Marketing Period (or the “Target Closing Date”), or may be consummated at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Holdings and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereaftermay mutually agree). The date on which the Closing takes place actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) 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 the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL or other applicable law in connection with the Merger.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 7:00 a.m. (Los Angeles Time) at the offices of Xxxxxx, Xxxx & Xxxxxxxx Xxxxx LLP, 000 Xxxx Xxxxxx1901 Avenue of the Stars, Xxxxx 000, Xxx XxxxXxxxxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than Xxxxxxxxxx 00000 on the later of second (i2nd) the fifth Business Day following after the satisfaction or, to the extent permitted by applicable Law, or written waiver of all conditions to the obligations (where permissible) of the Parties conditions set forth in Article VII VIII (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on written waiver (where permissible) of those conditions at the Closing DateClosing), and (ii) June 15unless another date, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree place is agreed to in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to writing by the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (and Parent; provided that, if the Target Closing Date occurs on a date subsequent Marketing Period has not ended at the time of the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by their terms are to June 22be satisfied at the Closing, 2007 due but subject to the failure satisfaction or written waiver (where permissible) of those conditions at the Closing), then, subject to satisfy a condition to closing under Article VII that is caused by the failure continued satisfaction or written waiver (where permissible) of the Acquiror to perform or comply with its obligations hereunderconditions set forth in Article VIII at such time, the Cash-Through Amount Closing shall occur instead on the earliest of (a) any Business Day during the Marketing Period as may be paid specified by Parent on no less than three (3) Business Days’ prior written notice to the Company on June 22(it being understood that such date may be conditioned upon the simultaneous completion of the Parent’s financing of the transactions contemplated by this Agreement), 2007 (b) the first (1st) Business Day after the final day of the Marketing Period or immediately thereafter)(c) such other date, time or place as agreed to in writing by Parent and the Company. The date on which At the Closing takes place is referred Closing, the parties shall cause the Merger to as be consummated by filing a certificate of merger (the “Closing DateCertificate of Merger”) with the Secretary of State of the State of Delaware, such Certificate of Merger to be in substantially the form attached hereto as Exhibit A (the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger, being the “Effective Time”).” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section ‎9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections ‎6, ‎7 and ‎8, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, remotely as promptly as practicable (but in no event later than the later of (i) the fifth second Business Day following the satisfaction or, or waiver by such party entitled to the extent permitted by applicable Law, waiver of all conditions to the obligations waive such condition of the Parties last to be satisfied or waived of the conditions set forth in Article VII (Sections ‎6, ‎7 and ‎8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as Parent and the Parties Company may mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained As soon as practicable after the determination of the Closing Date in accordance with this Section ‎1.3, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”), a notice of the proposed date of the Closing, in which notice the parties shall request that the Companies Registrar issue a certificate evidencing the Merger in accordance with Section 323(5) of the Companies Law (the “Certificate of Merger”) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law (the time at which the Merger becomes effective is referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall excuse Acquiror from its obligations to perform hereunderboth occur on the Closing Date.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx10:00 a.m., Xxxx & Xxxxxxxx LLPWashington, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern D.C. time, no later than on the later of (i) the fifth second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all the conditions to the obligations of the Parties set forth in Article VII VIII (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions) at the Washington, D.C. offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, unless another date, time or place is agreed to in writing by Parent and the Company. Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), then the Closing or shall occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two Business Days’ prior notice to the Company and (b) the 10th Business Day after the final day of the Marketing Period (provided that, (i) if the Marketing Period ends before the Outside Date, but such 10th Business Day would fall after the Outside Date, then the Closing shall occur on the Outside Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or if specified by Parent on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or no less than two Business Days’ prior notice to the Target Closing Date and Acquiror so requestsCompany, the Closing shall take place occur on or any day during such 10 Business Day period that is prior to June 30, 2007 andthe Outside Date) (subject, in the event that the Closing has not occurred on or prior to June 22either case, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration continued satisfaction or Termination Fee, as applicable) in consideration waiver of the extension of the date of Closing (provided that, if the Target Closing Date occurs such conditions on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereaftersuch date). The date on which the Closing takes place occurs is referred to in this Agreement as the “Closing Date”.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, at 10:00 A.M., Eastern time, as promptly as practicable (but in no event later than the later of (i) the fifth second Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (Sections 6, 7 and 8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as Tranzyme and the Parties Company may mutually may agree in writing; provided, however, provided that if all the Closing does conditions set forth in Sections 6, 7 and 8 shall not occur have been satisfied or waived on or prior to the Target Closing Date and Acquiror so requestssuch second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein At the Closing, the Parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe 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 Tranzyme and the Company. 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 Tranzyme and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place as soon as reasonably practicable (and in any event within ten (10) Business Days) after the satisfaction or waiver (by the party entitled to waive such conditions) of the conditions set forth in 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 those conditions at the Closing), at the offices of XxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., Xxxx & Xxxxxxxx LLP0000, 000 Xxxx Xxxxxx00/X Xxxxxx Xxxxxxxx, Xxx Xxxx5 Queens Road Central, Xxx Xxxx 00000Hong Kong, at 10:00 A.M.unless another place, Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, date or time is agreed to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)parties hereto. The date on upon which the Closing takes place actually occurs is herein referred to as the “Closing Date.” Nothing contained herein On the Closing Date, the parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by executing (or in the case of Parent, causing to be executed by Merger Sub) and filing a plan of merger in substantially the form attached hereto as Exhibit A (with such changes as Parent may specify consistent with this Agreement to reflect the formation of Merger Sub as the “Merging Company” under the Plan of Merger as contemplated by Section 2.3) (the “Plan of Merger”), a certificate of good standing, a director’s declaration for each of Merger Sub and the Company and any other required certificates and documents with the Registrar of Companies of the Cayman Islands (the “Registrar”). The Merger shall become effective upon the registration of the Plan of Merger by the Registrar (the “Effective Time”), which shall be evidenced by the issue by the Registrar of the Certificate of Merger (the “Certificate of Merger”) in respect of the Merger. If the Registrar requires any changes to the Plan of Merger as a condition to registration or to issuing the Certificate of Merger, Parent, Merger Sub and the Company shall mutually cooperate to execute any necessary revisions incorporating such changes; provided that such changes are not inconsistent with, and do not result in any material change in, the terms of this Agreement.

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx Lovells US LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPSuite 100, 000 Xxxx XxxxxxMenlo Park, Xxx XxxxCalifornia, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), 94025 or at such other place or at such other time or on such other date location as the Parties mutually parties may agree in writing; provided, however, that if agree. If the Marketing Period shall have ended on or before the Closing does not occur on or prior to the Target Closing Date and Acquiror so requestsConditions Satisfaction Date, then the Closing shall take place at 8:00 a.m. (California time) on a Business Day to be mutually agreed by Parent and the Company, which shall be no later than the third Business Day after the Closing Conditions Satisfaction Date, but subject to the satisfaction or waiver of the conditions set forth in Sections 6.5 and 7.5 and the continued satisfaction or waiver of each of the other conditions set forth in Sections 6 and 7. If the Marketing Period shall not have ended on or prior before the Closing Conditions Satisfaction Date, then the Closing shall take place at 8:00 a.m. (California time) on the earlier of (a) any Business Day during the Marketing Period (after the Closing Conditions Satisfaction Date) designated by Parent in a notice delivered to June 30the Company at least three Business Days before the date designated by Parent in such notice as the date of the Closing or (b) the third Business Day after the end of the Marketing Period, 2007 andbut subject, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay case of each of clauses “(a)” and “(b),” to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration satisfaction or Termination Fee, as applicable) in consideration waiver of the extension conditions set forth in Sections 6.5 and 7.5 and the continued satisfaction or waiver of each of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)other conditions set forth in Sections 6 and 7. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and consistent with the terms of this Agreement shall excuse Acquiror from its obligations to perform hereunderbe duly executed by the Company and, concurrently with or as soon as practicable following the Closing on the Closing Date, filed with the Secretary of State of the State of Delaware. The Merger shall become effective upon 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 mutually agreed by Parent and the Company and specified in such certificate of merger (the “Effective Time”).

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Oxxxxx, Hxxxxxxxxx and Sxxxxxxxx LLP, The Oxxxxx Building, 400 Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPSan Francisco, 000 Xxxx XxxxxxCA 94105-2669, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, as promptly as practicable (but in no event later than the later of (i) the fifth second Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (Section 6, Section 7 and Section 8, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as FSI and the Parties Company may mutually may agree in writing; provided, however, provided that if all the Closing does conditions set forth in Section 6, Section 7 and Section 8 shall not occur have been satisfied or waived on or prior to the Target Closing Date and Acquiror so requestssuch second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein On the Closing Date, the Parties hereto shall excuse Acquiror from its obligations cause the First Merger to perform hereunderbe consummated by (a) filing a certificate of merger substantially in the form attached hereto as Exhibit C (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and (b) making all other filings and recordings required under the DGCL. The term “Effective Time” shall mean the time of the filing of the First Certificate of Merger, or, if different, the time of effectiveness thereof that is specified therein. Promptly following the Effective Time, but in no event later than two (2) Business Days thereafter, FSI, the First Step Surviving Corporation and Merger Sub II shall cause a certificate of merger in accordance with the relevant provisions of the DGCL in substantially the form attached hereto as Exhibit D (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be filed with the Secretary of State of Delaware (the “Second Effective Time”).

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Godward Kronish llp, 0000 Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, at 10:00 A.M., Eastern a.m. (California time, no later than ) on the later of (ia) the fifth Business Day following date that is ten business days after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Sections 6 and 7 (other than such the conditions as mayset forth in Sections 6.6(b) and 7.5, which by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), waiver of each of such conditions) and (iib) June 15October 27, 2007 2008 or such earlier date as Parent may designate in writing (the later of the date referred to in clause “Target Closing (a)” of this sentence and the date referred to in clause “(b)” of this sentence being referred to as the “Designated Date”), or at on such other place date or at such other time or on such other date location as Parent and the Parties Company may mutually may agree designate in writing; provided, however, that if there exists an uncured Financing Failure on the Closing does not occur on or prior to the Target Closing Designated Date and Acquiror so requestssuch Financing Failure impedes the ability of Parent or Merger Sub to obtain the Debt Financing and consummate the Merger on the Designated Date, then (without limiting any right the Company may have to terminate this Agreement pursuant to Section 8.1(h) or, if applicable under the circumstances, Section 8.1(b)): (i) the Closing shall take place be postponed until the second business day after the date on or prior which such Financing Failure is cured; (ii) the obligations of Parent and Merger Sub to June 30, 2007 and, in consummate the event that Merger and the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror other transactions contemplated by this Agreement shall promptly pay remain subject to the continued satisfaction or waiver, as of the time of the Closing, of each of the conditions set forth in Section 6; and (iii) the obligation of the Company an amount equal to $10,000,000 in immediately available funds (consummate the “Cash-Through Amount,” which amount Merger and the other transactions contemplated by this Agreement shall be deemed credited remain subject to the Gross Merger Consideration continued satisfaction or Termination Feewaiver, as applicable) in consideration of the extension time of the date Closing, of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure each of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)conditions set forth in Section 7. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall excuse Acquiror from its obligations 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 Secretary of State of the State of Delaware. 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 written consent of Parent and the Company (the time as of which the Merger becomes effective being referred to perform hereunderas the “Effective Time”).

Closing; Effective Time. (a) The Unless the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8.1, the closing of the Merger Merger, the Direct Sales and the other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., Eastern time, at the offices of XxxxxxCravath, Xxxx Swaine & Xxxxxxxx LLPXxxxx LLP (“Cravath”), 000 Xxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M.on a date and time to be designated jointly by Fox and Ainge, Eastern time, which shall be (i) no later than the later of the second business day after (iA) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties set forth in Article VII Sections 6 and 7 (other than such conditions as maythe conditions, which by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Datewaiver of each of such conditions), and (B) the earlier of (I) the date during the Marketing Period to be specified by Ainge and (II) the final day of the Marketing Period (subject, in the case of each of subclauses (I) and (II) of this clause (B), to the satisfaction or waiver of the conditions set forth in Sections 6 and 7 (other than 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 (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other date, time or on such other date place as the Parties Ainge and Fox may mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)agree. The date on which the Closing actually takes place is referred to as the “Closing Date”. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Newco and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware. 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 designated jointly by Fox and Ainge and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx LLP, 0000 0xx Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxx 000, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, a.m. local time on a date to the extent permitted be designated by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 Parent (the “Target Closing Date”), which shall be no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in 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 such other place or at such other time or on such other date as the Parties mutually may agree in writingconditions); provided, howeverthat notwithstanding the satisfaction or waiver of the conditions set forth in Section 6 hereof, that if the Closing does Marketing Period has not occur on ended at the time of the satisfaction or prior waiver of such conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the Target Closing Date and Acquiror so requestssatisfaction or waiver of those conditions at such time), the Closing shall take place occur instead on (a) the date following the satisfaction or prior waiver of such conditions that is the earliest to June 30, 2007 and, in occur of (i) any business day during the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay Marketing Period specified by Parent to the Company on no less than three business days’ written notice to the Company and (ii) the next business day after the final day of the Marketing Period, but subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 6 at such time (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at such time) or (b) such other date, time, or place as agreed to in writing by the Parties hereto. Subject to the provisions of this Agreement, an amount equal agreement of merger satisfying Section 1101 of the CGCL shall be duly executed by the Company and Merger Sub and the officers’ certificates of the Company and Merger Sub required by Section 1103 of the CGCL shall be duly executed by the Company and Merger Sub, respectively. Concurrently with or as soon as practicable following the Closing, such agreement of merger and officers’ certificates shall be delivered to $10,000,000 in immediately available funds the Secretary of State of the State of California for filing. The Merger shall become effective upon the date and time of the filing of such agreement of merger and officers’ certificates with the Secretary of State of the State of California (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterEffective Time”). The date on which the Closing takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx Fenwick & Xxxxxxxx West LLP, 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx 00000 (or remotely via the electronic exchange of documents), at 10:00 A.M.as promptly as practicable, Eastern time, but in any event no later than the later of (i) the fifth third Business Day following after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver of all conditions to the obligations hereunder) of the Parties last of the conditions set forth in Article VII V to be so satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”Closing), or at such other place or at such other location, date and time or on such other date as agreed by Parent and the Parties mutually may agree in writingCompany; providedprovided that, howevernotwithstanding the forgoing, that if the Closing does Marketing Period has not occur on ended at the time of the satisfaction or prior waiver of the conditions set forth in Article V (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the Target Closing Date and Acquiror so requestssatisfaction or waiver (if permitted hereunder) of such conditions at the Closing), the Closing shall take place occur instead on or the earlier of (a) the third Business Day immediately following the final day of the Marketing Period and (b) any Business Day during the Marketing Period as may be specified by Parent on no less than three Business Days’ prior written notice to June 30, 2007 andthe Company (subject, in the event that the Closing has not occurred on or prior to June 22case of each of clause (a) and (b), 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds satisfaction or waiver (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicableextent permitted under applicable Law) in consideration of all of the extension of conditions set forth in Article V, except for any conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the date of Closing (provided thatClosing, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due but subject to the failure to satisfy a condition to closing under Article VII that is caused by satisfaction or waiver (if permitted hereunder) of such conditions at the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafterClosing). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Under the terms and subject to the conditions of this Agreement, a certificate of merger that the Parties shall excuse Acquiror from its obligations agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the Certificate of Merger (the time at which the Merger becomes effective being referred to perform hereunderas the “Effective Time”).

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") shall take place at the offices of Xxxxxx, Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following as soon as reasonably practicable after the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties set forth in Article VII (other than such excluding conditions as maythat, by their terms, only cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing Closing); provided, however, that notwithstanding the satisfaction or on waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing Date)until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days' notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (ii) June 15, 2007 (or the “Target Closing Date”), or may be consummated at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Parent and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereaftermay mutually agree). The date on which the Closing takes place actually occurs is hereinafter referred to as the “"Closing Date.” Nothing contained herein ". At the Closing, the parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunder.be consummated by filing a certificate of merger (the "Certificate of Merger") 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 the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, 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. SECTION 1.3

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Articles VI, VII and VIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of XxxxxxSkadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000, at 10:00 A.M., Eastern time, as promptly as practicable (but in no event later than the later of (i) the fifth second Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions to the obligations last of the Parties conditions set forth in Article Articles VI, VII (and VIII to be satisfied or waived, other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other time, date and place or at such other time or on such other date as Castle and the Parties Company may mutually may agree in writing; provided, however, provided that if all the Closing does conditions set forth in Articles VI, VII and VIII shall not occur have been satisfied or waived on or prior to the Target Closing Date and Acquiror so requestssuch second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein At the Closing, the Parties shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe 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 Castle and the Company. 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 as mutually agreed between Castle and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at the offices of XxxxxxDLA Piper LLP (US), 0000 Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M.a.m. on a date to be designated by Parent (the “Closing Date”), Eastern time, which shall be no later than the later of (i) the fifth Business Day following first business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 7 (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of such conditions), or at such other place or at such other place, date and time or on such other date as the Parties mutually Company and Parent may agree in writing; provided, however, that if if, as of or immediately following the Closing does not occur on Acceptance Date, the expiration of any “subsequent offering period” pursuant to Section 1.1(c) or prior the purchase of the Top-Up Option Shares, a Short-Form Merger is available pursuant to Section 6.3(b) and Section 253 of the Target Closing Date and Acquiror so requestsDGCL, the Closing shall take place on shall, subject to the satisfaction or prior to June 30waiver of the conditions set forth in Section 7, 2007 and, in occur no later than the event that first business day immediately following the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Acceptance Date, the Acquiror shall promptly pay expiration of such “subsequent offering period” or the purchase of the Top-Up Option Shares, as applicable. Subject to the Company an amount equal to $10,000,000 in immediately available funds provisions of this Agreement, a certificate of merger or a certificate of ownership and merger, as applicable, satisfying the applicable requirements of the DGCL (the “Cash-Through Amount,” which amount Certificate of Merger”) shall be deemed credited to duly executed by the Gross Merger Consideration Company or Termination FeePurchaser, as applicable) in consideration , and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the extension State of the date of Closing Delaware (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.the

Closing; Effective Time. (a) The closing Subject to the terms and conditions of this Agreement, the Merger (the “Closing”) Closing shall take place at the offices of Xxxxxx, Xxxx Xxxxxxxxxx & Xxxxxxxx Xxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M.or by remote electronic exchange of documents (by facsimile, Eastern time.pdf, no later than e-mail, or other form of electronic communication), on the later of (i) the fifth second Business Day following the satisfaction or, to date on which the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII VIII are satisfied or waived (other than such those conditions as may, which by their terms, only terms are to be satisfied or waived at the Closing Closing, but subject to such satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver), or at such other place or at such other time or on such other and date as shall be mutually agreed upon by the Parties mutually may agree in writing. The Parties will use commercially reasonable efforts to have the Closing occur contemporaneously with the EFH Merger, unless either (i) this Agreement has been terminated in accordance with Article IX or (ii) the EFH Merger Agreement has been terminated in accordance with the terms thereof; provided, however, that if closing under the Closing does not occur on or EFH Merger Agreement occurs prior to the Target Closing Date and Effective Time, Acquiror so requestsshall cause EFH not to exercise, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 ortime, if laterany, the Target Closing Datethat this Agreement is terminated in accordance with Article IX, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration any rights that it has under Section 3.3 of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to Investor Rights Agreement upon closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)EFH Merger Agreement. The date on which the Closing takes place occurs in accordance with this Section 2.3 is referred to in this Agreement as the “Closing Date.” Nothing contained herein Subject to the satisfaction or waiver of all of the conditions set forth in Article VIII of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Company shall excuse cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL on the Closing Date. The Merger shall become effective at the time when the 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 Acquiror from its obligations to perform hereunderand the Company in writing and specified in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) The Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) shall will take place (a) at the offices of XxxxxxDLA Piper LLP (US) located at 0000 Xxxxxxxxx Xxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx XxxxxxXxxxx 0000, Xxx XxxxXxxxx, Xxx Xxxx 00000Xxxxxxxxxx 00000 as soon as practicable following the consummation of the Offer, at 10:00 A.M.but in any event on the date of, Eastern timeand immediately following the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised); provided that, no later than if there shall be a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the later of (i) Company Stockholder Vote shall be required in order to consummate the fifth Merger, then on the second Business Day following the after satisfaction or, or (to the extent permitted by applicable Law, ) waiver of all the conditions to the obligations of the Parties set forth in Article VII VI (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Merger Closing, but subject to the satisfaction or on (to the Closing Date), and (iiextent permitted by Law) June 15, 2007 (the “Target Closing Date”waiver of those conditions), or (b) at such other time, date or place or at such other time or on such other date as is agreed to in writing by Parent and the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Company. The date on which the Merger Closing takes place occurs is referred to in this Agreement as the “Merger Closing Date.” Nothing contained herein Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall excuse Acquiror from its obligations to perform hereunderbe duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) The Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices by electronic exchange of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Closing documents in lieu of an in-person Closing at 10:00 A.M.a.m. (New York City time), Eastern timeas promptly as practicable following the consummation of the Offer, but in any event no later than the later of second (i2nd) the fifth Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing Date)occurs, and (ii) June 15, 2007 (the “Target Closing Date”), unless this Agreement has been terminated pursuant to its terms or at such other place or at such other unless another time or on such other date as manner of Closing is agreed to by the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior . Subject to the Target Closing Date provisions of this Agreement, (i) a certificate of merger (or, if a Triggering Event has occurred, a certificate of ownership and Acquiror so requestsmerger) satisfying the applicable requirements of the DGCL (in either case, the Closing “Certificate of Merger”) shall take place on be duly executed by the Company (or prior to June 30, 2007 andMerger Sub, in the event that case of a certificate of ownership and merger) and (ii) Parent, Merger Sub and the Closing has not occurred on Company shall cause the Certificate of Merger to be delivered to the DSOS for filing, in each case, as soon as practicable following the Offer Acceptance Time and concurrently with the Closing. The Merger shall become effective upon the filing of the Certificate of Merger with the DSOS or prior to June 22, 2007 or, if latersuch later time as is agreed upon in writing by the Parties hereto and specified in the Certificate of Merger (such time, the Target Closing Date“Effective Time”). From and after the Effective Time, the Acquiror Surviving Corporation shall promptly pay possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company an amount equal to $10,000,000 and Merger Sub, all as provided in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as the “Closing DateDGCL.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place at the offices of Xxxxxxx Coie LLP, 0000 00xx Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxx 0000, 000 Xxxx Xxxxxx, Xxx XxxxXxxxxxxx, Xxx Xxxx 00000, 00000 at 10:00 A.M., Eastern a.m. (New York City time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other place, date and time or on such other date as the Parties mutually parties hereto may agree in writing; provided, howeveras promptly as practicable following the consummation of the Offer, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article 7 (other than those conditions that if by their nature are to be satisfied at the Closing does not occur on or prior Closing, but subject to the Target Closing Date and Acquiror so requests, the Closing shall take place on satisfaction or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds waiver of such conditions) (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing takes place is referred to as occurs, the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL will be duly executed by the Company and Parent, Purchaser and the Company will cause such certificate to be delivered to the Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and concurrently with the Closing. The Merger will become effective on the Closing Date upon the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later time on the Closing Date as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such time on the Closing Date, the “Effective Time”). From and after the Effective Time, the Surviving Corporation will possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx Xxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx Xxxxxxxxxxxx 00000, at 10:00 A.M., Eastern a.m. local time, no later than on the later of (i) the fifth second Business Day following after the date of the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver of all conditions to the obligations ) of the Parties conditions set forth in Article VII (other than such excluding conditions as may, that by their terms, only terms cannot be satisfied at until the Closing Closing, but subject to the satisfaction or on the Closing Date), waiver of those conditions) and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing that is forty-five (45) days following the date hereof; provided that, if at such date the Target Company does not then have sufficient cash on hand to satisfy the Company Cash Deposit amount required by Section 2.3(a) hereof and meet its other ongoing needs, and such requirement has not been waived by Parent and Guarantor, the Company shall have the right to extend the Closing Date occurs on a date subsequent by up to June 22, 2007 due twenty (20) calendar days so as to enable it to meet the failure to satisfy a condition to closing under Article VII Company Cash Deposit requirement (it being agreed that is caused by the failure of the Acquiror to perform or comply with its obligations hereunderif Parent and Guarantor waive such requirement, the Cash-Through Amount Company shall be paid have no right to Company on June 22, 2007 or immediately thereafterextend the Closing Date pursuant to this proviso). The date on which the Closing takes place actually occurs is hereinafter referred to as the “Closing Date.” Nothing contained herein At the Closing, the parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by filing articles of merger (the “PA Articles of Merger”) with the Department of State of the Commonwealth of Pennsylvania, in such form as required by, and executed in accordance with, the relevant provisions of the PaBCL. The Merger shall become effective at such date and time as the PA Articles of Merger are filed with the Department of State of the Commonwealth of Pennsylvania or at such later time (or subsequent date and time) as Parent and the Company shall agree and specify in the PA Articles of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”

Closing; Effective Time. (a) The Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx Akin Gump Strauss Hauer & Xxxxxxxx Feld LLP, 000 Xxxx XxxxxxOne Bryant Parx, Xxx XxxxYxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than New Xxxk 10030 xxxxxxxxxx xx 00:00 x.x. (xxxxxxxxxx Xxstern Time) on the later of date which is three (i3) Business Days after the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of date on which all conditions to the obligations of the Parties set forth in Article VII 8 of this Agreement shall have been satisfied or waived (to the extent legally permissible) by the appropriate party (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver (to the Closing Date), and (iiextent legally permissible) June 15, 2007 (the “Target Closing Date”), of those conditions) or at such other place or at such other time or on such other date and place as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date Acquiror and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)may mutually agree. The date on which the Closing takes place actually occurs is referred to in this Agreement as the “Closing Date.” Nothing contained herein Subject to the satisfaction or waiver (to the extent legally permissible) by the appropriate party of all of the conditions set forth in Article 8 of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Company shall excuse Acquiror from its obligations file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DLLCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to perform hereunderas the “Effective Time”); provided, that, notwithstanding the Effective Time set forth in the Certificate of Merger or the time the Closing occurs on the Closing Date, for tax and accounting purposes relating to business operations (but not the items described in Section 7.2(e)), the Closing shall be deemed to have occurred at 12:01 a.m. (prevailing Eastern Time) on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

Closing; Effective Time. (a) The closing consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at the offices of Xxxxx Lovells US LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPSuite 100, 000 Xxxx XxxxxxMenlo Park, Xxx XxxxCalifornia, Xxx Xxxx 0000094025 (or, at 10:00 A.M.Parent’s election, Eastern timeby means of a virtual closing through electronic exchange of signatures) at 8:00 a.m. (California Time) on a Business Day to be mutually agreed by Parent and the Company, which shall be no later than the later of (i) the fifth third Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 6 and Section 7 (other than such those conditions as mayset forth in Sections 6.4 and 7.4, by their terms, only which are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other place or at such other place, time or on such other date as Parent and the Parties mutually Company may agree jointly designate. Notwithstanding anything to the contrary contained in writing; providedthis Section 1.3, however, that if the Closing does not would otherwise be required to occur on or under this Section 1.3 during the last 15 days of any fiscal quarter of Parent, then Parent may elect, by delivering a written notice to the Company at least one Business Day prior to the Target Closing Date and Acquiror so requests, date on which the Closing shall take place on or prior would otherwise be required to June 30occur, 2007 and, in the event that to delay the Closing has not occurred on or prior until the second Business Day of the following fiscal quarter of Parent. If Parent so elects to June 22delay the Closing, 2007 orthen each of Parent, if later, the Target Closing Date, the Acquiror shall promptly pay to Merger Sub and the Company an amount equal shall, effective as of the date the Closing would otherwise be required to $10,000,000 in immediately available funds occur, (a) deliver the “Cash-Through Amount,” which amount shall certificates required to be deemed credited delivered pursuant to the Gross Merger Consideration or Termination FeeSections 6.4 and 7.4, as applicable, and (b) irrevocably waive in consideration Table of Contents writing each of the extension of the date of Closing conditions set forth in Section 6 (provided thatother than Section 6.7) and Section 7 (other than Section 7.6), if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)as applicable. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall excuse Acquiror from its obligations be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing on the Closing Date, filed with the Secretary of State of the State of Delaware. 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 mutually agreed by Parent and the Company and specified in such certificate of merger (the time at which the Merger becomes effective being referred to perform hereunderas the “Effective Time”).

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at the offices of Xxxxxx, Xxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, 37th Floor, Hysan Place, 000 Xxxxxxxx Xxxx XxxxxxCauseway Bay, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, no later than Hong Kong on the later of second (i2nd) the fifth Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions to the obligations (where permissible) of the Parties conditions set forth in Article VII VIII (other than such those conditions as may, that by their terms, only terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (where permissible) of those conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and Parent. By mutual agreement of Parent and the Company, the Closing or may take place by conference call and exchange of faxes and/or e-mails of documents in .pdf format. Subject to the provisions of this Agreement, on the Closing Date), Merger Sub and the Company shall execute articles of merger and a plan of merger (ii) June 15together, 2007 (the “Target Closing DatePlan of Merger”), ) substantially in the form set forth in Exhibit A attached hereto and the parties shall file the Plan of Merger and other documents required under the BVI Companies Act to effect the Merger with the Registrar of Corporate Affairs of the British Virgin Islands as provided in Section 171(2) of the BVI Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar of Corporate Affairs of the British Virgin Islands or at such other place subsequent date or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension within 30 days of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure registration of the Acquiror to perform or comply Plan of Merger as Merger Sub and the Company may agree and specify in the Plan of Merger in accordance with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The BVI Companies Act (the date on which and time the Closing takes place is referred to as Merger becomes effective being the “Closing DateEffective Time”).” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The closing consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at the offices of Xxxxx Lovells US LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPSuite 100, 000 Xxxx XxxxxxMenlo Park, Xxx XxxxCalifornia, Xxx Xxxx 0000094025 (or, at 10:00 A.M.Parent’s election, Eastern timeby means of a virtual closing through electronic exchange of signatures) at 8:00 a.m. (California Time) on a Business Day to be mutually agreed by Parent and the Company, which shall be no later than the later of (i) the fifth third Business Day following after the satisfaction or, to the extent permitted by applicable Law, or waiver of all conditions the last to the obligations be satisfied or waived of the Parties conditions set forth in Article VII Section 6 and Section 7 (other than such those conditions as mayset forth in Sections 6.4 and 7.4, by their terms, only which are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”waiver of each of such conditions), or at such other place or at such other place, time or on such other date as Parent and the Parties mutually Company may agree jointly designate. Notwithstanding anything to the contrary contained in writing; providedthis Section 1.3, however, that if the Closing does not would otherwise be required to occur on or under this Section 1.3 during the last 15 days of any fiscal quarter of Parent, then Parent may elect, by delivering a written notice to the Company at least one Business Day prior to the Target Closing Date and Acquiror so requests, date on which the Closing shall take place on or prior would otherwise be required to June 30occur, 2007 and, in the event that to delay the Closing has not occurred on or prior until the second Business Day of the following fiscal quarter of Parent. If Parent so elects to June 22delay the Closing, 2007 orthen each of Parent, if later, the Target Closing Date, the Acquiror shall promptly pay to Merger Sub and the Company an amount equal shall, effective as of the date the Closing would otherwise be required to $10,000,000 in immediately available funds occur, (a) deliver the “Cash-Through Amount,” which amount shall certificates required to be deemed credited delivered pursuant to the Gross Merger Consideration or Termination FeeSections 6.4 and 7.4, as applicable, and (b) irrevocably waive in consideration writing each of the extension of the date of Closing conditions set forth in Section 6 (provided thatother than Section 6.7) and Section 7 (other than Section 7.6), if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)as applicable. The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall excuse Acquiror from its obligations be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing on the Closing Date, filed with the Secretary of State of the State of Delaware. 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 mutually agreed by Parent and the Company and specified in such certificate of merger (the time at which the Merger becomes effective being referred to perform hereunderas the “Effective Time”).

Closing; Effective Time. (a) The Unless the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8.1, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Central time, at the offices of XxxxxxSidley Austin LLP (“Sidley”), Xxxx & Oxx Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M.on a date and time to be designated jointly by Remainco and RMT Partner, Eastern time, which shall be (a) no later than the later of the third Business Day following (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, or waiver of all the conditions to the obligations of the Parties set forth in Article Articles VI and VII (other than such conditions as maythe conditions, which by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on the Closing Date), and waiver of each of such conditions) (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does shall not occur on or prior to the Target Closing Date and Acquiror so requests, third Business Day following the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration occurrence of the extension of the date of Closing Ruling Event) or (provided thatb) at such other date, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform time or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)place as RMT Partner and Remainco may mutually agree. The date on which the Closing actually takes place is referred to as the “Closing Date”. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Spinco and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware. 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 designated jointly by Remainco and RMT Partner and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”). “Ruling Event” shall mean the earlier of (a) the date on which (i) Remainco has received the Ruling from the IRS, (ii) the IRS informs Remainco and RMT Partner in writing that the IRS has declined to issue a private letter ruling that satisfies each of the requirements described in clauses (a) through (c) contemplated in the definition of Ruling or (iii) Remainco, with the written consent of RMT Partner, withdraws the Ruling Request and (b) the date nine months from the date hereof.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at 10:00 A.M., Eastern a.m. local time, no later than on the later of (i) the fifth second Business Day following after the satisfaction or, or waiver (to the extent permitted by applicable Lawlaw) of the conditions set forth in Article VII (excluding conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of all conditions to those conditions). Notwithstanding the obligations immediately preceding sentence, if the Marketing Period has not ended at the time of the Parties satisfaction or waiver of the conditions set forth in Article VII (other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the fulfillment or on the Closing Datewaiver of those conditions), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, then the Closing shall take place occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days’ prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay notice to the Company an amount equal to $10,000,000 in immediately available funds and (b) the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration final day of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Marketing Period. The date on which the Closing takes place actually occurs is hereinafter referred to as the “Closing Date.” Nothing contained herein At the Closing, the parties hereto shall excuse Acquiror from its obligations cause the Merger to perform hereunderbe consummated by filing a certificate of merger (the “Certificate of Merger”) 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 the DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time (or subsequent date and time) as Parent and the Company shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx Husch Bxxxxxxxx LLP, 000 4000 Xxxx Xxxxxx, Xxx Xxxxx 0000, Xxxxxx Xxxx, Xxx Xxxx Xxxxxxxx 00000, at 10:00 A.M., Eastern local time, no later than on the later of second (i2nd) the fifth Business Day following the satisfaction orsatisfaction, or to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing DateClosing), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 andthat, in the event that the Closing has not occurred second Business Day following such satisfaction or waiver of conditions falls on a date on or prior to June 22November 30, 2007 or2011, if laterthen the Closing shall occur on November 30, 2011 (a “November 30 Closing”); and provided further that in the Target event that the second Business Day following such satisfaction or waiver of conditions falls on a date after November 30, 2011 and on or prior to December 6, 2011, then the Closing Dateshall occur on December 6, 2011 (a Closing on or after December 6, 2011 is referred to herein as a “December Closing”). Notwithstanding the foregoing, the Acquiror shall promptly pay may elect, on one or more occasions, to delay the Closing to any date prior to the Company an amount equal to $10,000,000 in immediately available funds twentieth (20th) calendar day after the “Cash-Through Amount,” which amount shall be deemed credited date that the satisfaction or, to the Gross Merger Consideration or Termination Feeextent permitted by applicable Law, as applicable) in consideration waiver of all conditions to the obligations of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under parties set forth in Article VII occurs (other than such conditions as may, by their terms, only be satisfied at the Closing), except that is caused by the failure of the Acquiror may not, in any event, elect to perform or comply with its obligations hereunder, delay the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter)Closing beyond the Outside Date. The date day on which the Closing takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.”

Closing; Effective Time. (a) The closing of Parties shall cause the Merger to be consummated at a closing (the “Closing”) shall to take place remotely through electronic exchange of signatures on a date and at a time to be mutually designated by the offices of XxxxxxCompany and Parent, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., Eastern time, which shall be no later than the later of (i) the fifth second Business Day following after the satisfaction or, or waiver (to the fullest extent permitted by permissible under applicable Law, waiver of all conditions to the obligations ) of the Parties last to be satisfied or waived of the conditions set forth in Article VII Sections 6 (Conditions Precedent to Obligations of Each Party), 7 (Conditions Precedent to Obligations of Parent and Merger Subs) and 8 (Conditions Precedent to Obligations of the Company), other than such those conditions as may, that by their terms, only nature are to be satisfied at the Closing Closing, but subject to the satisfaction or on waiver of such conditions. Notwithstanding anything to the contrary contained in this Section 1.3(a), if the Closing Datewould otherwise be required to occur under this Section 1.3(a) during the last 15 days of any fiscal quarter of Parent, then Parent may elect, by delivering a written notice to the Company at least one Business Day prior to the date on which the Closing would otherwise be required to occur, to delay the Closing until the second Business Day of the following fiscal quarter of Parent. If Parent so elects to delay the Closing, then each of Parent, Merger Subs and the Company shall, effective as of the date the Closing would otherwise be required to occur, (a) deliver the certificates required to be delivered pursuant to Sections 7.6 (Closing Certificate) and 8.4 (Closing Certificate), as applicable, and (iib) June 15, 2007 irrevocably waive in writing each of the conditions set forth in Section 7 (Conditions Precedent to Obligations of Parent and Merger Sub) and Section 8 (Conditions Precedent to Obligations of the “Target Closing Date”Company), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing actually takes place is referred to as the “Closing Date.” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder.”