Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8 hereof, the DGCL, (i) the closing consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place at the New York offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, at 10:00 a.m., New York City time, on a date to be designated by Parent (the third (3rd) Business Day “Closing Date”), which shall be no later than the fifth business day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI Section 7 (excluding other than delivery of items to be delivered at the Closing and other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or place is agreed to in writing by the parties hereto (such datehereto. Subject to the provisions of this Agreement, the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable but not later than two (2) business days following the “Certificate of Merger”) Closing, filed with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate certificate of Merger, being hereinafter referred to as merger (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the The closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at 10:00 a.m., local time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in no event later than the third (3rd) Business Day business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding other than those conditions that, that by their terms, canterms are not to be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or the Closing may be consummated at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”). .” At the Closing, the parties hereto Company 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 is mutually agreeable to the Company and Parent and required by, and executed by the Company 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 date and time as is specified in the Certificate of Merger and as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Mergerparties hereto, being hereinafter referred to as the “Effective Time”) ), and the parties hereto shall make all other filings or recordings required under the DGCL or other applicable Law in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on at the third offices of Ropes & Xxxx LLP, Prudential Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, as soon as practicable following consummation (3rdas defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the first (1st) Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto (such date, the “Closing Date”)Company may mutually agree. At the Closing, the parties hereto Parties 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) ), and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, One Liberty Plaza, New York, New York, as soon as practicable, but in no event later than the second Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third offices of Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, One Liberty Plaza, New York, New York, as soon as practicable, but in no event later than the second (3rd2nd) Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (ia) the The closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at 10:00 a.m., local time, at the third offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as soon as practicable, but in no event later than the tenth (3rd10th) Business Day business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of all of the conditions set forth in Article VI VII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until by actions taken at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of those conditions); provided, that, the Closing may be consummated at or on such conditions at the Closing) by electronic exchange of deliverables, unless another dateother place, time or place date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”). . (b) At the Closing, the parties hereto Company 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 is mutually agreeable to the Company and Parent and required by, and executed by the Company 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 date and time as is specified in the Certificate of Merger and as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Mergerparties hereto, being hereinafter referred to as the “Effective Time”) ), and the parties hereto shall make all other filings or recordings required under the DGCL or other applicable Law in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (ia) the The closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day offices of Lxxxxxxxxx Xxxxxxx PC, 60 Xxxxxxxxxx Xxxxxx, Roseland, New Jersey 07068, or at such other place as shall be mutually agreed by the parties hereto, as soon as practicable, but in no event later than the second business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject ). The date on which the Closing actually occurs is hereinafter referred to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, as the “Closing Date”). . (b) 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 is mutually agreeable to the Company and Parent and required by, and executed and filed 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing The consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the third (3rd) Business Day “Closing Date”), which shall be no later than the second business day after the satisfaction or, or (to the extent permitted by applicable Law, Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Article VI Section 7 (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or, or (to the extent permitted by applicable Law, Legal Requirements) waiver of those conditions) or at such conditions at the Closing) by electronic exchange of deliverables, unless another dateother place, time or place is and date as shall be agreed to in writing by the parties hereto (such dateparties. Subject to the provisions of this Agreement, the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in such certificate of merger with the Certificate consent of Merger, Parent (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE 7, (i) the closing of the Merger and (iithe "Closing") the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of XxXxxxxxx Will & Xxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI ARTICLE 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by as the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing The consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place remotely by electronic exchange of documents as soon as practicable following (but in any event on the third (3rdsame day as) Business Day after the satisfaction Acceptance Time, except if any of the applicable conditions set forth in Article 7 shall not be satisfied or, to the extent permitted permissible by applicable Law, waiver waived as of such date, in which case, on the first (1st) Business Day on which all applicable conditions set forth in Article VI 7 are satisfied or, to the extent permissible by applicable Law, waived, (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions) (the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by date on which the parties hereto (such dateClosing occurs, the “Closing Date”). At Subject to the Closingprovisions of this Agreement, Parent and the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”Section 251(h) of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, and shall make any and all other filings or recordings required under 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, in such form as is mutually agreeable to the Company and Parent and 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, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the The closing of the Merger and transactions contemplated hereby (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on the third (3rd) Business Day as soon as practicable after the satisfaction or, or (to the extent permitted by applicable Law, hereby) waiver of each of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of VII hereof or at such conditions at the Closing) by electronic exchange of deliverables, unless another date, other time or place is agreed to in writing by as the parties hereto agree (such date, the “Closing Date”). At The Closing shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 755 Page Mill Road, Palo Alto, California, or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger Mergers to be consummated by filing a (a) the certificate of merger relating to the Company Merger, in the form attached hereto as Exhibit C-1 (the “Company Certificate of Merger”) ), with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of Delaware Law and (b) the DGCL certificate of merger relating to the LLC Merger, in the form attached hereto as Exhibit C-2 (the date and time of the filing of the “LLC Certificate of Merger Merger” and together with the Company Certificate of Merger, the “Certificates of Merger”), with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law (the time of the completion of such filings with the Secretary of State of Delaware, or such later time as is may be agreed to by Xxxxxx Sub and the Company in writing by the parties and specified in the Certificate Certificates of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement and pursuant to Agreement, as soon as practicable on the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectivelyClosing Date, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time Company and Purchaser shall file or place is agreed to in writing by the parties hereto (such date, the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as is mutually agreeable to the Company and Parent and required by, and executed and acknowledged in accordance with, the relevant provisions Section 251(h) of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties hereto and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE VIII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, located at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, at 10:00 a.m. Eastern Time, as soon as practicable, but in no event later than the second Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI ARTICLE VIII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing The consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place remotely by electronic exchange of documents as soon as practicable following (but in any event on the third (3rdsame day as) Business Day after the satisfaction Acceptance Time, except if any of the applicable conditions set forth in Article 7 shall not be satisfied or, to the extent permitted permissible by applicable Law, waiver waived as of such date, in which case, on the first (1st) Business Day on which all applicable conditions set forth in Article VI 7 are satisfied or, to the extent permissible by applicable Law, waived, (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions) (the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by date on which the parties hereto (such dateClosing occurs, the ​ “Closing Date”). At Subject to the Closingprovisions of this Agreement, Parent and the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”Section 251(h) of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, and shall make any and all other filings or recordings required under 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, in such form as is mutually agreeable to the Company and Parent and 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, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing The consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 9:00 a.m. local time as soon as practicable following the consummation of the Offer, but in any event no later than the third (3rd) Business Day business day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions) (the Closing) date on which the Closing occurs, which date shall be designated by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such dateParent, the “Closing Date”). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. 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, in such form as is mutually agreeable to the Company and Parent and 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, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties hereto and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) ). From and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges, franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and the Purchaser, all as provided in the DGCL.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of this Agreement Section 9.1, and pursuant subject to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI Sections 6, 7 and 8, the consummation of the Merger (excluding the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions thatset forth in Sections 6, 7 and 8, other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each of such conditions conditions), or at such other time, date and place as Apricus and the Closing) by electronic exchange of deliverables, unless another date, time or Company may mutually agree in writing. The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). .” At the Closing, the parties hereto Parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable Delaware a certificate of merger with respect to the Company and Parent and required byMerger, and executed in accordance with, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Apricus and the Company (the date and “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub may be specified in such Certificate of Merger with the consent of Apricus and the Company in writing and specified in (the Certificate time as of Merger, which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement Agreement, and pursuant subject to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (excluding the “Closing”) shall take place at the offices of Lathax & Xxtkixx XXX, 140 Sxxxx Xxxxx, Menlo Park, California, as promptly as practicable (but in no event later than the third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions thatset forth in Sections 6, 7 and 8, other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each of such conditions conditions), or at such other time, date and place as Tigris and Potomac may mutually agree in writing. The date on which the Closing) by electronic exchange of deliverables, unless another date, time or Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). .” At the Closing, the parties Parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable Delaware a Certificate of Merger with respect to the Company and Parent and required byMerger, and executed in accordance with, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Tigris and Potomac (the date and “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the such Certificate of Merger, Merger with the consent of Tigris and Potomac (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject Unless this Agreement has been terminated and the transactions herein contemplated have been abandoned pursuant to Section 7.1 of this Agreement, and subject to the provisions satisfaction or waiver of the conditions set forth in Article 6 of this Agreement and pursuant to Agreement, the DGCL, (i) the closing consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place at the offices of Xxxxxx LLP, 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000-0000, at 10:00 a.m. on a date to be specified by the third (3rd) Parties which will be no later than three Business Day Days after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI 6 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each such conditions conditions), and, if at such time any dispute shall be pending pursuant to Section 1.12 regarding the Closing) by electronic exchange determination of deliverablesNet Cash, unless another datethe third Business Day following the resolution of such dispute as provided in Section 1.12), time or at such other time, date and place as Parent and Company may mutually agree in writing. The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). At On the ClosingClosing Date, the parties hereto shall Parties will cause the Merger to be consummated by executing and filing a certificate Certificate of merger Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) ), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of of, Delaware Law. The Merger will become effective at the DGCL (the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the such Certificate of Merger, Merger with the consent of Parent and Company (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE VIII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on at the third offices of Ropes & Xxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx, promptly, but in no event later than the second (3rd2nd) Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto (such date, the “Closing Date”)Company may mutually agree. At the Closing, the parties hereto shall will cause the Merger to be consummated by filing a certificate of merger complying with Section 251 of the DGCL or a certificate of ownership and merger complying with Section 253 of the DGCL (the each, a “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”) and shall will make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLAs promptly as practicable, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, but in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on no event later than the third (3rd) Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or written waiver (where permissible) of the conditions set forth in Article VI VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or written waiver (where permissible) of such those conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed to by Xxxxxx Sub and each of the Company in writing parties hereto and specified in the Certificate of Merger, ) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) and shall make all be held at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the Merger. The Merger shall become effective upon the Effective TimeArticle VIII.

Closing; Effective Time. Subject Unless this Agreement has been terminated and the transactions herein contemplated have been abandoned pursuant to Section 7.1, and subject to the provisions satisfaction or waiver of this Agreement and pursuant to the DGCLconditions set forth in ARTICLE 6, (i) the closing consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place at the offices of Txxxxxxx Sxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m. on a date to be specified by the third Parties which will be no later than three (3rd3) Business Day Days after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI ARTICLE 6 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each such conditions conditions), or at such other time, date and place as Parent and Company may mutually agree in writing. The date on which the Closing) by electronic exchange of deliverables, unless another date, time or Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). At On the ClosingClosing Date, the parties hereto shall Parties will cause the Merger to be consummated by executing and filing a certificate Certificate of merger Merger in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) ), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of of, the DGCL (DGCL. The Merger will become effective at the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the such Certificate of Merger, Merger with the consent of Parent and Company (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE 7, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of XxXxxxxxx Will & Xxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI ARTICLE 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a an agreement of merger or certificate of merger ownership (the “Certificate of Merger”) with the Secretary of State of the State of DelawareCalifornia, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL CGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of DelawareCalifornia, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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 CGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on at the third offices of Ropes & Gxxx LLP, Prudential Tower, 800 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, as soon as practicable following consummation of the Offer, but in no event later than the first (3rd1st) Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto Company may mutually agree (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLAgreement, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third Washington, DC offices of Xxxxx & Xxxxxxx LLP, as soon as practicable, but in no event later than the second (3rd2nd) Business Day after the satisfaction or, to the extent permitted by if permissible under applicable Law, waiver of the conditions set forth in Article VI 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Lawif permissible, waiver of those conditions), or at such conditions at other place or in such other manner or on such other date as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place Company may mutually agree in writing. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”). At .” Concurrently with the Closing, on the parties Closing Date, the Parties hereto shall cause the Merger to be consummated by filing a certificate of merger in the form attached as Exhibit 2.2 hereto (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed and delivered 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 Delawaresuch filing, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and as is agreed to by Parent and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (iithe "Closing") shall take place at the deposit offices of cash by Parent Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as soon as practicable, but in no event later than the second business day (or such later business day as necessary to allow for compliance with the Paying Agent and announcement requirement of the payment penultimate sentence of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”2.2(d)(i)) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of those conditions), or at such conditions other place or at such other date as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by as the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of Unless this Agreement and shall have been terminated pursuant to Article VIII, and unless otherwise mutually agreed to in writing among the DGCLCompany, (i) Parent and Purchaser, the closing consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day after offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 9:00 a.m. local time as soon as practicable following the satisfaction orOffer Acceptance Time, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article VII by the parties entitled thereto, but in any event no later than the first (1st) business day after the satisfaction or such 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 satisfaction or waiver of such conditions at conditions) (the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by date on which the parties hereto (such dateClosing occurs, the “Closing Date”). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the consummation of the Closing, delivered by Parent or Purchaser to the Secretary of State of the State of Delaware for filing. 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, in such form as is mutually agreeable to the Company and Parent and 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, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties hereto and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) ). From and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and the Purchaser, all as provided in the DGCL.

Closing; Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement and pursuant to the DGCLAgreement, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place at the offices of Akerman LLP, Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, XX 00000, unless another place is agreed to in writing by the parties hereto, on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver date on which all of the conditions to the Closing set forth in Article VI 6.3 and Article 7.13 shall have been satisfied or waived (excluding other than conditions that, by their termsnature, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another or on such other date, time or and place is agreed to as the Company and Parent may mutually agree in writing by the parties hereto (such date, the “Closing Date”). At Contemporaneously with or promptly as practicable after the Closing, the parties hereto Company and Merger Sub shall cause the Merger to be consummated by filing a properly executed certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware, in such form . The Merger shall become effective as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of that the Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as Delaware (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLhereof, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”“) will shall take place on at the third (3rd) offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI herein (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”)“. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a an agreement of merger or certificate of merger ownership (the “Certificate of Merger”“) with the Secretary of State of the State of DelawareFlorida , in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL FBCA (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of DelawareFlorida, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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 FBCA in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement Agreement, and pursuant subject to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (excluding the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois, as promptly as practicable (but in no event later than the fifth Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions thatset forth in Sections 6, 7 and 8, other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each of such conditions conditions), or at such other time, date and place as Corautus and VIA may mutually agree in writing. The date on which the Closing) by electronic exchange of deliverables, unless another date, time or Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). .” At the Closing, subject to the terms and conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable Delaware a Certificate of Merger with respect to the Company and Parent and required byMerger, and executed in accordance with, satisfying the relevant provisions applicable requirements of the DGCL (and in a form reasonably acceptable to Corautus and VIA. The Merger shall become effective at the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such Certificate of Merger as agreed to by Xxxxxx Sub and the Company in writing and specified in Parties (the Certificate time as of Merger, which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement Unless otherwise mutually agreed in writing between Crossbox and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 the consummation of the transactions contemplated by this Agreement (collectively, the “Closing”) will shall take place at the offices of Xxxxxx Xxxxxxx Xxxxx LLP, 575 Lexington Avenue, New York, New York, at 9:00 a.m. (Eastern Time) as promptly as practicable (and in any event within two Business Days) following the day on which the third (3rd) Business Day after the satisfaction or, last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article V and Article VI shall be satisfied or waived in accordance with this Agreement (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or ). The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, this Agreement as the “Closing Date”). At .” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger conforming to the requirements of the DGCL and substantially in the form of Exhibit B (the “Certificate of Merger”) shall be duly executed by the Company and (if required) Merger Sub and shall be filed with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (. 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, Delaware or such later other date and time as is agreed to by Xxxxxx Sub Crossbox and the Company in writing may mutually agree and specified include in the Certificate of Merger, being hereinafter referred to as Merger (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the offices of Xxxxxxxx & Xxxxx LLP, located at 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois, as soon as practicable, but in no event later than the third (3rd) Business Day business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until by actions taken at the Closing, but subject to the satisfaction or, or (to the extent permitted by applicable Law, law) waiver of those conditions), or at such conditions at other place or on such other date as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and as is agreed to by the Company and Parent, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on by the third remote exchange of documents as soon as practicable following the Acceptance Time, but in no event later than the second (3rd2nd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto Company may mutually agree (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on at the third offices of Ropes & Xxxx LLP, Prudential Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, promptly, but in no event later than the second (3rd2nd) Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto (such date, the “Closing Date”)Company may mutually agree. At the Closing, the parties hereto shall will 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall will make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, One Liberty Plaza, New York, New York, as soon as practicable, but in no event later than the second Business Day Day, after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (iithe "Closing") the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on in New York City at the third (3rd) Business Day offices of Simpxxx Xxxxxxx & Xartxxxx, 005 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx soon as practicable, but in no event later than the first business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI (excluding conditions thatVII, by their terms, cannot be satisfied until or at such other place or at such other date as Parent and the Closing, but subject Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “"Closing Date”)". At the Closing, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or a certificate of ownership and merger (the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, by and executed in accordance with, 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.11 5

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLAs promptly as practicable, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, but in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on no event later than the third (3rd) Business Day (unless another date is agreed to in writing by Citrix and Parent), after the satisfaction or, to the extent permitted by or written waiver (where permissible under applicable Law, waiver ) of the conditions set forth in Article VI VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by or written waiver (where permissible under applicable Law, waiver ) of such those conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed to by Xxxxxx Sub and each of the Company in writing parties hereto and specified in the Certificate of Merger, ) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) and shall make all be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, or such other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the Merger. The Merger shall become effective upon the Effective TimeArticle VIII.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable following consummation of the third Offer, but in no event later than the first (3rd1st) Business Day Day, after the satisfaction or, or (to the extent permitted by applicable Law, ) waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or (to the extent permitted by applicable Law, ) waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto Company may mutually agree (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings filings, recordings or recordings publications required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the offices of Xxxxxxxx & Xxxxx LLP, located at 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois, as soon as practicable, but in no event later than the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until by actions taken at the Closing, but subject to the satisfaction or, or (to the extent permitted by applicable Law, law) waiver of those conditions), or at such conditions other place or on such other date as Parent and the Company may mutually agree; provided, however, that if the Closing Date would otherwise occur at any time from and including August 24, 2007 to and including September 5, 2007, the Closing) Closing Date may be deferred by electronic exchange of deliverablesParent or the Company until September 6, unless another date, time or place 2007. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and as is agreed to by the Company and Parent, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and is earlier terminated pursuant to the DGCLSection 7.1, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on as promptly as reasonably practicable after the third execution and delivery of this Agreement by each of the parties hereto, but in any event no later than two (3rd2) Business Day after Days following the satisfaction or, or waiver (if and to the extent permitted by applicable Law, waiver the terms hereof) of the conditions set forth in Article VI 5 (excluding conditions thatsuch second Business Day, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions “Target Closing Date”) at the Closing) by electronic exchange offices of deliverablesXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, unless another date, place or time or place is agreed to in writing by Parent, the parties hereto Company and the Stockholders’ Agent; provided, however that if the Target Closing Date occurs within the last twenty-one (21) days of a fiscal quarter of Parent then the Closing shall be no earlier than the first Business Day following the end of such datefiscal quarter. The date on which the Closing actually occurs is referred to herein as, the “Closing Date.”). (b) At the Closing, the parties hereto shall (i) deliver the agreements, instruments, certificates and other documents required to be delivered at or prior to the Closing pursuant to Article 5 and (ii) cause the Merger to be consummated by filing a certificate of merger merger, in customary form and substance reasonably acceptable to Parent and the Company (the “Certificate of Merger”) ), with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with acceptance by the Secretary of State of the State of Delaware, Delaware of such filing or such later time as is may be agreed to by Xxxxxx Sub the parties and the Company in writing and specified set forth in the Certificate of Merger, Merger being hereinafter referred to as herein as, the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (iithe "Closing") shall take place at the deposit offices of cash by Parent Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, Xxx Xxxx, xx xxon xx xxxxxicable, xxx xx xx xxxxx xxxxx xxxx xxx xxxxxx business day (or such later business day as necessary to allow for compliance with the Paying Agent and announcement requirement of the payment penultimate sentence of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”2.2(d)(i)) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of those conditions), or at such conditions other place or at such other date as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by as the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (iithe "Closing") the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as soon as practicable, but in no event later than the second business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of those conditions), or at such conditions other place or at such other date as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by as the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE 7, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”“) will shall take place on at the third (3rd) offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI ARTICLE 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”)“. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a an agreement of merger or certificate of merger ownership (the “Certificate of Merger”“) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLAs promptly as practicable, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, but in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on no event later than the third (3rd) Business Day (unless another date is agreed to in writing by TDCC and Parent), after the satisfaction or, to the extent permitted by or written waiver (where permissible under applicable Law, waiver ) of the conditions set forth in Article VI VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by or written waiver (where permissible under applicable Law, waiver ) of such those conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed to by Xxxxxx Sub and each of the Company in writing parties hereto and specified in the Certificate of Merger, ) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) and shall make all be held at the offices of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the Merger. The Merger shall become effective upon the Effective TimeArticle VIII.

Closing; Effective Time. Subject to the provisions satisfaction or waiver of this Agreement and pursuant all of the conditions to the DGCLClosing contained in Article VI, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company"Closing"), in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third offices of Fried, Frank, Harris, Shriver & Jacobson, 1001 Pexxxxxxxnia Xxxxxx, N.X., Xxxxxxxxxx, X.X. 00000, xx xxxx xx xxxxxxxxxxx (3rdxut not later than 5 business days) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth to Closing contained in Article VI (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, fulfillment or waiver of such conditions at the Closing) by electronic exchange of deliverablesthose conditions), unless another date, time date or place is agreed to in writing by the parties hereto (such date, hereto. The date on which the “Closing actually occurs is hereinafter referred to as the "Closing Date”). At ." As soon as is practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing delivering to (i) the State Corporation Commission of the Commonwealth of Virginia (the "Commission") articles of merger (the "Articles of Merger") and (ii) the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”"), in each case, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the VSCA and DGCL, as applicable. The Merger shall become effective as of the date and at such time (the "Effective Time") as (i) the Certificate of Merger is filed with the Secretary of State of the State of DelawareDelaware and (ii) the Articles of Merger are filed with and accepted by the Commission, in such form as is mutually agreeable each case, with respect to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and is earlier terminated pursuant to the DGCLSection 8.1, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on as promptly as reasonably practicable after the third execution and delivery of this Agreement by each of the parties hereto, but in any event no later than five (3rd5) Business Day after Days following the satisfaction or, or waiver (if and to the extent permitted by applicable Law, waiver the terms hereof) of the conditions set forth in Article VI (excluding conditions that6, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange offices of deliverablesWxxxxx Sxxxxxx Gxxxxxxx & Rxxxxx, Professional Corporation, 600 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, unless another date, place or time or place is agreed to in writing by Parent, the parties hereto (such date, Company and the Signatory Stockholders. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”). (b) At the Closing, the parties hereto shall (i) deliver the agreements, instruments, certificates, opinions and other documents required to be delivered at or prior to the Closing pursuant to Article 6 and (ii) cause the Merger to be consummated by filing a certificate of merger merger, in customary form and substance reasonably acceptable to Parent and the Company (the “Certificate of Merger”) ), with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with acceptance by the Secretary of State of the State of Delaware, Delaware of such filing or such later time as is may be agreed to by Xxxxxx Sub the parties and the Company in writing and specified set forth in the Certificate of Merger, Merger being hereinafter referred to herein as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and is earlier terminated pursuant to the DGCLSection 8.1, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on as promptly as reasonably practicable after the third execution and delivery of this Agreement by each of the parties hereto, but in any event no later than three (3rd3) Business Day after Days following the satisfaction or, or waiver (if and to the extent permitted by applicable Law, waiver the terms hereof) of the conditions set forth in Article VI ARTICLE III (excluding other than those conditions that, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such those conditions at the Closing) by electronic exchange ), at the offices of deliverablesJPMorgan, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, unless another date, place or time or place is agreed to in writing by Parent and JPMorgan. The date on which the parties hereto (such date, Closing actually occurs is referred to herein as the “Closing Date.”). (b) At the Closing, the parties hereto shall (i) deliver the agreements, instruments, certificates and other documents required to be delivered at or prior to the Closing pursuant to ARTICLE III, and (ii) cause the Merger to be consummated by filing a certificate of merger merger, in customary form and substance reasonably acceptable to Parent and JPMorgan (the “Certificate of Merger”) ), with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with acceptance by the Secretary of State of the State of Delaware, Delaware of such filing or such later time as is may be agreed to by Xxxxxx Sub the parties and the Company in writing and specified set forth in the Certificate of Merger, Merger being hereinafter referred to herein as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (ia) the The closing of the Merger and (iithe "Closing") the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on (i) at 10:00 a.m. (Eastern Daylight Savings Time) at the third offices of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx as soon as practicable, but in any event within three (3rd3) Business Day business days after the satisfaction or, day on which the last to the extent permitted by applicable Law, waiver be fulfilled or waived of the conditions set forth in Article VI VII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until fulfilled at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, fulfillment or waiver of such conditions conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at the Closing) by electronic exchange of deliverables, unless another date, such other place and time or place is agreed to on such other date as Buyer and the Company may agree in writing by (the parties hereto (such date, the “"Closing Date”"). . (b) At the Closing, the parties hereto Company and Buyer shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware, Delaware as provided in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions Section 251 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL by applicable statute, law (including principles of common law), legislation, legally binding interpretation, ordinance, rule or regulation of any Governmental Entity, domestic or foreign (collectively, "Laws") in connection with the Merger. The Merger shall become effective upon at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in the Certificate of Merger in accordance with the DGCL (the "Effective Time").

Closing; Effective Time. Subject to the provisions of Unless this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent has been terminated and the payment of cash by Parent to the Company, in each case, transactions herein contemplated have been abandoned pursuant to Section 2.8 (collectively7.1 of this Agreement, the “Closing”) will take place on the third (3rd) Business Day after and subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI 6 of this Agreement, the consummation of the Merger (excluding the “Closing”) will be deemed to take place at the offices of Xxxxxx LLP, One Freedom Square, 00000 Xxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, at 10:00 a.m. local time no later than two (2) Business Days after satisfaction or waiver of the conditions that, set forth in Article 6 (other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each such conditions condition), or at such other time, date and place as Parent and Company may mutually agree in writing. The date on which the Closing) by electronic exchange of deliverables, unless another date, time or Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). At On the ClosingClosing Date, the parties hereto shall Parties will cause the Merger to be consummated by executing and filing a certificate Certificate of merger Merger (including the Second Amended and Restated Certificate of Incorporation attached thereto) in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) ), in substantially the form of Exhibit G attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of of, Delaware Law. The Merger will become effective at the DGCL (the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as Delaware (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the The closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer (the “Offer Closing”) at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. local time, on the third (3rd) Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI VIII (excluding conditions that, that by their terms, nature cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver of those conditions at or prior to the extent permitted by applicable Law, waiver of such conditions at Closing). The date on which the Closing) by electronic exchange of deliverables, unless another date, time or place Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”). At .” Subject to the provisions of this Agreement, 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 is mutually agreeable to the Company and Parent and required by, and executed and filed 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and as is agreed to in writing 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 to effectuate the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing The consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day after offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 at 10:00 a.m. local time as soon as practicable following the satisfaction orAcceptance Time, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article 7 by the parties entitled thereto, but in any event no 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 by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) (the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by date on which the parties hereto (such dateClosing occurs, the “Closing Date”). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, as soon as practicable on the Closing Date, delivered to the Secretary of State of the State of Delaware for filing. 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, in such form as is mutually agreeable to the Company and Parent and 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, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties hereto and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) ). From and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Sub, all as provided in the DGCL.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable following consummation of the third Offer, but in no event later than the first (3rd1st) Business Day Day, after the satisfaction or, or (to the extent permitted by applicable Law, ) waiver of the conditions set forth in Article VI ARTICLE VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or (to the extent permitted by applicable Law, ) waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto Company may mutually agree (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings filings, recordings or recordings publications required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on at the third offices of Ropes & Xxxx LLP, 1211 Avenue of the Americas, New York, New York, as soon as practicable following consummation of the Offer, but in no event later than the first (3rd1st) Business Day Day, after the satisfaction or, or (to the extent permitted by applicable Law, ) waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or (to the extent permitted by applicable Law, ) waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto Company may mutually agree (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement Unless otherwise mutually agreed in writing between Parent and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 the consummation of the transactions contemplated by this Agreement (collectively, the “Closing”) will shall take place at the offices of CKR Law LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (Eastern Time) as promptly as practicable (and in any event within two Business Days) following the day on which the third (3rd) Business Day after the satisfaction or, last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in herein. and Article VI shall be satisfied or waived in accordance with this Agreement (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or ). The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, this Agreement as the “Closing Date”). At .” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger conforming to the requirements of the DGCL and substantially in the form of Exhibit B, attached and annexed hereto (the “Certificate of Merger”) shall be duly executed by the Company and (if required) Merger Sub and shall be filed with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (. 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, Delaware or such later other date and time as is agreed to by Xxxxxx Sub Parent and the Company in writing may mutually agree and specified include in the Certificate of Merger, being hereinafter referred to as Merger (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of Unless this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent has been terminated and the payment of cash by Parent to the Company, in each case, transactions herein contemplated have been abandoned pursuant to Section 2.8 (collectively7.1 of this Agreement, the “Closing”) will take place on the third (3rd) Business Day after and subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI 6 of this Agreement, the consummation of the Merger (excluding the “Closing”) will be deemed to take place at the offices of Ruskin Moscou Faltischek, P.C., 1425 RXR Plaza, 10xx Xxxxx, Xxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000, at 10:00 a.m. local time no later than two (2) Business Days after satisfaction or waiver of the conditions that, set forth in Article 6 (other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each such conditions condition), or at such other time, date and place as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or Company may mutually agree in writing. The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). At On the ClosingClosing Date, the parties hereto shall Parties will cause the Merger to be consummated by executing and filing a certificate Certificate of merger Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) ), in substantially the form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of of, Delaware Law. The Merger will become effective at the DGCL (the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as Delaware (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE 7, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”“) will shall take place on at the third (3rd) offices of MxXxxxxxx Will & Exxxx LLP, 200 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI ARTICLE 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”)“. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a an agreement of merger or certificate of merger ownership (the “Certificate of Merger”“) with the Secretary of State of the State of DelawareCalifornia, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL CGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of DelawareCalifornia, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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 CGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of Unless this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent has been terminated and the payment of cash by Parent to the Company, in each case, transactions herein contemplated have been abandoned pursuant to Section 2.8 (collectively7.1 of this Agreement, the “Closing”) will take place on the third (3rd) Business Day after and subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI 6 of this Agreement, the consummation of the Merger (excluding the “Closing”) will be deemed to take place at the offices Hxxxxxxx Mxxxxx Sxxxxxxx and Cxxx LLP, 300 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, at 10:00 a.m. local time no later than two (2) Business Days after satisfaction or waiver of the conditions that, set forth in Article 6 (other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each such conditions condition), or at such other time, date and place as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or Company may mutually agree in writing. The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). At On the ClosingClosing Date, the parties hereto shall Parties will cause the Merger to be consummated by executing and filing a certificate Certificate of merger Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) ), in substantially the form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of of, Delaware Law. The Merger will become effective at the DGCL (the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as Delaware (the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to (the DGCL, (i"CLOSING") the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place at the offices of Xxxxxx Xxxxxx White & XxXxxxxxx LLP, 000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by the third parties (3rd) Business Day the "CLOSING DATE"), which shall be no later than the second business day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions) and which the Closing) by electronic exchange of deliverablesparties shall exercise all reasonable efforts to have occur no later than 40 days after the Offer Acceptance Time, unless another date, time date or place is agreed to in writing by the parties hereto (such datehereto. Subject to the provisions of this Agreement, a certificate of merger, or if the “Closing Date”). At the Closing, the parties hereto shall cause the Merger merger is to be consummated by filing pursuant to Section 253 of the DGCL, a certificate of ownership and merger (either being the “"CERTIFICATE OF MERGER") satisfying the applicable requirements of the DGCL shall be duly executed by the Company and concurrently with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the filing of the Certificate of Merger (or such later time as may be agreed in writing by the Company and Parent and specified in such Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL Delaware (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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time"EFFECTIVE TIME").

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of this Agreement Section 9.1, and pursuant subject to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI Sections 6, 7 and 8, the consummation of the Contemplated Transactions (excluding the “Closing”) shall take place at the offices of Xxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions thatset forth in Articles 6, 7 and 8, other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each of such conditions conditions), or at such other time, date and place as Lpath and Buyer may mutually agree in writing. The date on which the Closing) by electronic exchange of deliverables, unless another date, time or Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). .” At the Closing, the parties Parties hereto shall cause the Merger Contemplated Transactions to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable Delaware a Certificate of Merger with respect to the Company and Parent and required byMerger, and executed in accordance with, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Lpath and Buyer (the date and “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the such Certificate of Merger, Merger with the consent of Lpath and Buyer (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. (a) Subject to the provisions of this Agreement and pursuant to the DGCLArticle X, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the offices of Xxxxx Xxxx LLP, 000 Xxxxx Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx, as soon as practicable, but in no event later than the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Lawpermissible, waiver of the conditions set forth in Article VI X (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of those conditions), or at such conditions other place, at the Closing) by electronic exchange of deliverables, unless another date, such other time or place is agreed to in writing by on such other date as Parent and the parties hereto Company may mutually agree (such date, the “Closing Date”). . (b) 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL Delaware Law (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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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 Delaware Law or other Applicable Law in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing The consummation of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day after offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. local time as soon as practicable following the satisfaction orOffer Acceptance Time, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article 7 by the parties entitled thereto, but in any event no later than the first (1st) business day after the satisfaction or such waiver of the last to be satisfied or waived of the conditions set forth in Article 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 at conditions) (the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by date on which the parties hereto (such dateClosing occurs, the “Closing Date”). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. 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, in such form as is mutually agreeable to the Company and Parent and 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, Delaware or such later date and time as is agreed to by Xxxxxx Sub and the Company upon in writing by the parties hereto and specified in the Certificate certificate of Mergermerger (such date and time, being hereinafter referred to as the “Effective Time”) ). From and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and the Purchaser, all as provided in the DGCL.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “"Closing”") will take place at 10:00 a.m., New York City time, on the third (3rd) second Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions those conditions), at the Closing) by electronic exchange offices of deliverablesDebevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another datetime, time date or place is agreed to in writing by the parties hereto (such date, parties. The date on which the “Closing actually occurs is hereinafter referred to as the "Closing Date”). At ." Prior to the Closing, Parent shall prepare in consultation with the parties hereto Company, and on the Closing Date the Surviving Corporation shall cause the Merger to be consummated by filing a certificate filing, the articles of merger (the “Certificate "Articles of Merger”") with the Secretary of State of the State of DelawareWashington, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL WBCA (the date and time of the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareWashington, or such later time as is specified in the Articles of Merger and as is agreed to by Xxxxxx Sub the parties, being the "Effective Time"), and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and parties shall make all other filings or recordings required under the DGCL WBCA in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and is earlier terminated pursuant to the DGCLSection 8.1, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on as promptly as reasonably practicable after the third execution and delivery of this Agreement by each of the parties hereto, but in any event no later than five (3rd5) Business Day after Days following the satisfaction or, or waiver (if and to the extent permitted by applicable Law, waiver the terms hereof) of the conditions set forth in Article VI (excluding conditions that6, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange offices of deliverablesWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, 600 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, unless another date, place or time or place is agreed to in writing by Parent and the parties hereto (such date, Company. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”). (b) At the Closing, the parties hereto shall (i) deliver the agreements, instruments, certificates, opinions and other documents required to be delivered at or prior to the Closing pursuant to Article 6 and (ii) cause the Merger to be consummated by filing a certificate of merger merger, in customary form and substance reasonably acceptable to Parent and the Company (the “Certificate of Merger”) ), with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with acceptance by the Secretary of State of the State of Delaware, Delaware of such filing or such later time as is may be agreed to by Xxxxxx Sub the parties and the Company in writing and specified set forth in the Certificate of Merger, Merger being hereinafter referred to herein as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the The closing of the Merger and transactions contemplated by this Agreement (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place at the offices of Gxxxxxxxx & Kxxxxxx, P.A., 2000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. local time on a date to be designated by Parent (the third (3rd) “Closing Date”), which shall be no later than the fifth Business Day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI 5 and Article 6 (excluding other than those conditions that, that by their terms, nature cannot be satisfied until prior to the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such those conditions at the Closing) or at such other time and date as may be mutually agreed by electronic exchange Parent and the Company. Subject to the provisions of deliverablesthis Agreement, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger or articles of merger, as applicable, satisfying the applicable requirements of the DGCL and the ARS (the “Certificate of Merger”) shall be duly executed by Merger Sub and the Company and, as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to Delaware (the Company “Secretary of State”) and Parent and required by, and executed in accordance with, the relevant provisions of Arizona Corporation Commission (the DGCL “ACC”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of and the State of DelawareACC, or (b) such later date and time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the Certificate of Merger, being hereinafter Merger as agreed to by the Parties. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (ia) the The closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day offices of Lxxxxxxxxx Xxxxxxx LLP, 1251 Avenue of the Americas, New York, New York as soon as practicable after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article ARTICLE VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions). The date on which the Closing) by electronic exchange of deliverables, unless another date, time or place Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date.”). (b) 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 is mutually agreeable to the Company and Parent and required by, and executed and filed 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to (the DGCL, (i"CLOSING") the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third offices of Heller Ehrman White & McAuliffe LLP, 275 Middlefield Road, Menlo Park, Xxxxxoxxxx, at 10:00 x.x. xx x date xx xx xxxxxxxxxx xx xxx xxxxxxx (3rd) Business Day xxx "XXXXXXG DATE"), which shall be no later than the second business day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions) and which the Closing) by electronic exchange of deliverablesparties shall exercise all reasonable efforts to have occur no later than 40 days after the Offer Acceptance Time, unless another date, time date or place is agreed to in writing by the parties hereto (such datehereto. Subject to the provisions of this Agreement, a certificate of merger, or if the “Closing Date”). At the Closing, the parties hereto shall cause the Merger merger is to be consummated by filing pursuant to Section 253 of the DGCL, a certificate of ownership and merger (either being the “"CERTIFICATE OF MERGER") satisfying the applicable requirements of the DGCL shall be duly executed by the Company and concurrently with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the filing of the Certificate of Merger (or such later time as may be agreed in writing by the Company and Parent and specified in such Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL Delaware (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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time"EFFECTIVE TIME").

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Lawif permissible, waiver of the conditions set forth in Article VI 6 (excluding other than those conditions that, that by their terms, terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions), the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on July 1, 2008. If on July 1, 2008 such conditions have not been so satisfied or waived, then the Closing shall take place as promptly as practicable thereafter (and in any event within two Business Days) after the satisfaction or, to the extent permitted by applicable Lawif permissible, waiver of the conditions set forth in Article 6 (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions conditions). The Closing of the transactions contemplated by this Agreement shall take place at the offices of Axxxxxx Xxxxx LLP in Houston, Texas, at 8:00 a.m., Houston time, on the date of the Closing) by electronic exchange , or at such other place and time as BE&K and KBR shall agree. As part of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”). At the Closing, the parties hereto Parties shall cause the Merger to be consummated by duly filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of of, the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Mergeras mutually agreed to by BE&K and KBR. The Merger shall become effective upon date of the Effective TimeClosing is herein called the “Closing Date”.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of this Agreement Section 10.1, and pursuant subject to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI Sections 7, 8 and 9, the consummation of the Merger (excluding the “Closing”) shall take place at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions thatset forth in Sections 7, 8 and 9, other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of each of such conditions conditions), or at such other time, date and place as Zordich and the Closing) by electronic exchange of deliverables, unless another date, time or Company may mutually agree in writing. The date on which the Closing actually takes place is agreed referred to in writing by the parties hereto (such date, as the “Closing Date”). .” At the Closing, the parties hereto Parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable Delaware a certificate of merger with respect to the Company and Parent and required byMerger, and executed in accordance with, satisfying the relevant provisions applicable requirements of the DGCL and in form and substance to be agreed upon by the Parties (the date and “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub may be specified in such Certificate of Merger with the consent of Zordich and the Company in writing and specified in (the Certificate time as of Merger, which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the The closing of the Merger and transactions contemplated by this Agreement (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place at the offices of Gaxxxxxxx & Kexxxxx, P.A., 2500 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. local time on a date to be designated by Parent (the third (3rd) “Closing Date”), which shall be no later than the fifth Business Day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI 5 and Article 6 (excluding other than those conditions that, that by their terms, nature cannot be satisfied until prior to the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such those conditions at the Closing) or at such other time and date as may be mutually agreed by electronic exchange Parent and the Company. Subject to the provisions of deliverablesthis Agreement, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger or articles of merger, as applicable, satisfying the applicable requirements of the DGCL and the ARS (the “Certificate of Merger”) shall be duly executed by Merger Sub and the Company and, as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to Delaware (the Company “Secretary of State”) and Parent and required by, and executed in accordance with, the relevant provisions of Arizona Corporation Commission (the DGCL “ACC”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of and the State of DelawareACC, or (b) such later date and time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the Certificate of Merger, being hereinafter Merger as agreed to by the Parties. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) Business Day offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as soon as practicable, but in no event later than the second business day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 date and/or time as is specified in the Certificate of Merger and as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Mergerparties 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. The Merger shall become effective upon the Effective Time).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLARTICLE 7, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”“) will shall take place on at the third (3rd) offices of Txxxxxxx Sxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of the conditions set forth in Article VI ARTICLE 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver ) of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”)“. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a an agreement of merger or certificate of merger ownership (the “Certificate of Merger”“) with the Secretary of State of the State of Delaware, in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware, or such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place at the offices of Ropes & Gray LLP, Prudential Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, on the third second (3rd2nd) Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables), unless another date, time or at such other place is agreed to in writing by or on such other date as Parent and the parties hereto Company may mutually agree (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Merger Sub and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (ia) the The closing of the Merger and (ii) the deposit of cash by Parent with "Closing"), the Paying Agent Equity Financing, the Debt Exchange and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) DCPS/MBS Acquisition will take place on substantially simultaneously (i) at 10:00 a.m. (local time) at the third offices of Ropes & Xxxx LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx as soon as practicable, but in any event within three (3rd3) Business Day business days after the satisfaction or, day on which the last to the extent permitted by applicable Law, waiver be fulfilled or waived of the conditions set forth in Article VI VII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until fulfilled at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, fulfillment or waiver of such conditions conditions) are fulfilled or waived in accordance with this Agreement or (ii) at such other place and time or on such other date as SurgiCare and IPS may agree in writing (the "Closing Date"). Subject to the provisions of Article VII, failure to consummate the Merger provided for in this Agreement on the date and time and at the Closingplace determined pursuant to this Section 1.02 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”). At the Closing, the parties hereto shall IPS, SurgiCare and Merger Sub will cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be duly prepared, executed and filed with the Secretary of State of the State of Delaware, Delaware as provided in such form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions Section 251 of the DGCL and make all other filings or recordings required by applicable statute, law (including common law), legislation, interpretation, ordinance, rule or regulation, domestic or foreign ("Law") in connection with the date and Merger. The Merger will become effective at such time of the filing of as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such later time as is agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of Merger, being hereinafter referred to as Merger (the “"Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time").

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (ia) the The closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of Xxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at conditions). The date on which the Closing) by electronic exchange of deliverables, unless another date, time or place Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, as the “Closing Date”). . (b) At the consummation of 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 is mutually agreeable to the Company and Parent and required by, and executed and filed in accordance with, the relevant provisions of the DGCL (at 5:00 P.M. Eastern Daylight Savings Time on 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger 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 consummation of the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on (i) at the third (3rd) offices of Ropes & Gray LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx or by electronic exchange of deliverables as soon as practicable following the consummation of the Offer, but in no event later than the first Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing), or (ii) by electronic exchange of deliverables, unless another date, time at such other place or place is agreed to in writing by on such other date as Parent and the parties hereto Company may mutually agree (such date, the “Closing Date”). At the Closing, the parties hereto shall will 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and agreed to by Xxxxxxxxx and the Company, being hereinafter referred to as the “Effective Time”) and shall will make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL, (i) the The closing of for the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on the third as soon as reasonably practicable (3rdand in no event later than three (3) Business Day Days) after the satisfaction or, to the extent permitted by applicable Law, or waiver of each of the conditions set forth in Article VI SECTION 9 below (excluding other than conditions that, that by their terms, cannot nature are to be satisfied until the at Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such those conditions at such time) or at such other time as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto Company shall otherwise agree (such date, the “Closing Date”). At In connection with 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, as contemplated by the DGCL, and in such the form as is mutually agreeable to the Company and Parent and required by, and executed in accordance with, with the relevant provisions of the DGCL and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall be effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or and (b) such later other date and time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the Certificate of Merger, Merger (such later date being hereinafter referred to as the “Effective Time”) and ). Except as determined otherwise by Parent or Merger Sub, the Closing shall make all other filings or recordings required under take place at 7:00 a.m., Pacific Time, on the DGCL in connection with Closing Date at the Merger. The Merger shall become effective upon the Effective Timeoffices of Xxxxxxx XxXxxxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000.

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to (the DGCL, (i"Closing") the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third offices of Powell, Goldstein, Frazer & Murphy LLP, 191 Peachtree Street, N.E., 16th Floor, Atlanta, Xxxxxxa 30000, at 10:00 x.x. X.X.X., xx Xxxxx 0, 0000, xx xxxx xxxxx xxxx xx xx xxxeed to by the parties to this Agreement (3rd) Business Day the "Closing Date"), which shall be no later than the fifth business day after the satisfaction or, or waiver of the last to the extent permitted by applicable Law, waiver be satisfied or waived of the conditions set forth in Article VI Sections 6 and 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”conditions). At Subject to the Closing, the parties hereto shall cause the Merger to be consummated by filing provisions of this Agreement: (a) a certificate of merger (satisfying the “Certificate applicable requirements of the GBCC and the GLLCA with respect to the Conversion and substantially in the form attached hereto as Exhibit B shall be duly executed by the Company and, immediately prior to the Merger”) , filed with the Secretary of State of the State of Delaware, Georgia (the "Secretary of State"); and (b) a certificate of merger satisfying the applicable requirements of the GBCC with respect to the Merger and substantially in such the form attached hereto as is mutually agreeable to Exhibit C (the "Certificate of Merger") shall be duly executed by the Company and Parent and required bysimultaneously with or as soon as practicable following the Closing, and executed in accordance with, filed with the relevant provisions Secretary of State. The Conversion shall become effective immediately prior to the DGCL Merger. The Merger shall become effective (the "Effective Time") upon the latest of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, State; or (b) such later date and time as is agreed to by Xxxxxx Sub and the Company in writing and may be specified in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection Merger with the Merger. The Merger shall become effective upon consent of both Brainworks and the Effective TimeCompany.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLArticle VII, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will shall take place on at the third (3rd) offices of Xxxxxx & Xxxxxxx, LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., New York City time, as soon as practicable, but in no event later than the second Business Day after the satisfaction or, to the extent permitted by applicable Law, or waiver of the conditions set forth in Article VI VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, or waiver of those conditions), or at such conditions other place or at such other date as Parent and the Closing) by electronic exchange of deliverables, unless another date, time or place Company may mutually agree. The date on which the Closing actually occurs is agreed hereinafter referred to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and 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 agreed to by Xxxxxx Sub and the Company in writing and specified in the Certificate of MergerMerger and as is agreed to by Parent and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCLAs promptly as practicable, (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, but in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on no event later than the third (3rd) Business Day (unless another date is agreed to in writing by TDCC and Parent), after the satisfaction or, to the extent permitted by or written waiver (where permissible under applicable Law, waiver ) of the conditions set forth in Article VI VIII (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but subject to the satisfaction or, to the extent permitted by or written waiver (where permissible under applicable Law, waiver ) of such those conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, 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 is mutually agreeable to the Company and Parent and required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later time as is may be agreed to by Xxxxxx Sub and each of the Company in writing parties hereto and specified in the Certificate of Merger, ) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) and shall make all be held at the offices of Shearman & Sterling LLP, 599 Lexinxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx xxxx other filings place as the parties shall agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL case may be, of the conditions set forth in connection with the Merger. The Merger shall become effective upon the Effective TimeArticle VIII.