Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on the fifth Business Day after the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article 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 Law, waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIARTICLE 8, the closing of the Merger Mergers (the “Closing”) will shall take place at 10:00 a.m.the offices of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, New York City time1185 Avenue of the Xxxxxxxx, on 00xx Xxxxx, Xxx Xxxx 00000, as soon as practicable, but in no event later than the fifth second Business Day after the satisfaction or, or waiver (to the extent permitted by Law, waiver ) of the conditions set forth in Article VII ARTICLE 8 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or waiver (to the extent permitted by Law, waiver ) of those conditionssuch conditions at the Closing), or at the offices of Stroock & Stroock & Xxxxx LLPsuch other place or on such other date as Parent, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) BioLite and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesBioKey may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date“. At the Closing, the parties hereto shall cause the Mergers to be consummated by (i) filing Articles of Merger (the “BioLite Articles of Merger”. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file ) with the Secretary of State of the State of Delaware a certificate of mergerNevada, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto NRS and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL NRS in connection with the BioLite Merger, and (ii) filing an agreement of merger (the “BioKey Certificate of Merger”) with the Secretary of State of the State of California, in such form as required by, and executed in accordance with, the relevant provisions of the CGCL, and shall make all other filings or recordings required under the CGCL in connection with the BioKey Merger (the later of the date and time of the acceptance of the filing of the BioLite Articles of Merger by the Secretary of State of the State of Nevada, and the date and time of the acceptance of the filing of the BioKey Certificate of Merger by the Secretary of State of the State of California, or such later time as is specified in the BioLite Articles of Merger or the BioKey Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Cravath, New York City timeSwaine & Mxxxx LLP, on Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable, but in no event later than the fifth second Business Day Day, after the satisfaction or, or waiver (to the extent permitted by Law, waiver ) of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or waiver (to the extent permitted by Law, waiver ) of those conditionssuch conditions at the Closing), or at such other place or on such other date as Parent and the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the partiesCompany may mutually agree; provided, however, that if all the conditions set forth in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, Article VII shall not have been satisfied or waived (to the extent permitted by Law) on such second Business Day, waiver of then the conditions set forth in Article VII, Closing shall take place on the “Closing Date” shall be the third first Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed waived (to in writing the extent permitted by the partiesLaw). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject At the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger (the provisions “Articles of this AgreementMerger”) with the Florida Department of State, as soon as practicable on the Closing Date the Company shall file with Division of Corporations and the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL FBCA (the “Certificate date and time of Merger”). The Merger shall become effective upon the acceptance of the filing of the Certificate Articles of Merger by the Florida Department of State, Division of Corporations, or at such later time as is specified in the Articles of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereto, being hereinafter referred to as the “Effective Time”). The parties ) and shall make all other filings or recordings required under the DGCL FBCA in connection with the Merger.

Closing; Effective Time. Subject to the provisions satisfaction or waiver of all the conditions to Closing contained in Article VIIVI, the closing of the Merger (the “Closing”) will ), shall take place at 10:00 a.m.the offices of Xxxxx & Xxxxxxx LLP, New York City time000 Xxxx Xxxxxxxx, on the fifth 00xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, as soon as practicable (but not later than five (5) Business Day Days) after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth to Closing contained in Article VII VI (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesparties hereto. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject .” As soon as is practicable after the Closing, the parties hereto shall cause the Merger to be consummated by delivering to the provisions Secretary of this Agreement, as soon as practicable on the Closing Date the Company shall file with Commonwealth of Massachusetts and the Secretary of State of the State of Delaware a the articles of merger or certificate of merger, executed in accordance withas applicable (collectively and together with such equivalent documents, and the “Agreements of Merger”), in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (MBCA and/or the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing as of the Certificate of Merger or date and at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under ) as the DGCL in connection last of the Agreements of Merger are accepted by the Secretary of the Commonwealth of Massachusetts and the Secretary of State of the State of Delaware, respectively, with respect to the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York City time000 Xxxxxxxxx Xxxxxx, on the fifth Business Day Xxx Xxxx, Xxx Xxxx, as soon as reasonably practicable after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article 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 Law, or waiver of those conditions), such conditions at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the partiesClosing); provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII, the “parties shall not be required to effect the Closing Date” until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days’ notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the third Business Day following delivery Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such Top-Up Notice, unless another time, termination (or the Closing may be consummated at such other place or on such other date or place is agreed to in writing by as Parent and the partiesCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the provisions “Certificate of this Agreement, as soon as practicable on the Closing Date the Company shall file Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereto, being hereinafter referred to as the “Effective Time”). The parties ) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) will shall take place remotely by exchange of documents and signatures (or their electronic counterparts) or, if agreed in writing by DISH and EchoStar, at 10:00 a.m.the offices of DISH, New York City time9000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or such other place agreed to in writing by DISH and EchoStar, at 9:00 a.m. (Mountain Time) on the fifth second Business Day after the satisfaction or, or waiver of all conditions to the extent permitted by Law, waiver of the conditions Merger set forth in Article VII (excluding Sections 5.1, 5.2 and 5.3, other than conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those conditions), each of such conditions at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx XxxxClosing, unless another time, time or date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) DISH and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesEchoStar. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. .” Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the Company parties shall file cause articles of merger with respect to the Merger (the “Articles of Merger”) to be duly executed and filed with the Nevada Secretary of State of as provided in NRS 92A.200 and NRS 92A.230 and make all other filings or recordings required by the State of Delaware a certificate of merger, executed NRS in accordance with, and in such form as is required by, connection with effecting the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon on the filing of date and time when the Certificate Articles of Merger have been duly filed with and accepted by the Nevada Secretary of State or at such later time as is may be mutually agreed to by the parties hereto DISH and ExxxXxxx and specified in the Certificate Articles of Merger (the time at which the Merger becomes effective is herein being referred to in this Agreement as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Unless this Agreement is earlier terminated in accordance with Article VIIXI, the closing of the Merger (the “Closing”) will take shall be deemed to have taken place at 10:00 a.m., the New York City time, office of DLA Piper on the fifth a date no later than five (5) Business Day Days after the satisfaction or, to the extent permitted by Law, or waiver of all the conditions set forth in Article VII (excluding conditions thatX, by their terms, cannot be satisfied until or at such other place and time as the Closing, but Company and the Purchaser Parties may mutually agree upon. The parties may participate in the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesvia electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject At the Closing, the parties hereto shall execute a plan of merger in the form attached hereto as Annex 2 (the “Plan of Merger”) and the parties hereto shall cause the Merger to be consummated by filing the provisions Plan of this Agreement, Merger (and other documents required by Cayman Companies Act) with the Registrar of Companies in the Cayman Islands on the same day as soon as practicable on the Closing Date the Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger Cayman Companies Act (the time at which the Merger becomes effective is herein referred to as of such filings being the “Effective Time”). The parties At the Closing, the Purchaser shall make all other filings or recordings required under file a copy of the DGCL in connection Purchaser Shareholders’ Approval with the MergerRegistrar of Companies in the Cayman Islands on the same day as the Closing Date and (i) apply for a change of name from “Venus Acquisition Corporation” to “MicroAlgo Inc.” (ii) file the increase of the authorized share capital of the Purchaser to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value per share (iii) file the amended and restated memorandum and articles of association of the Purchaser amended in accordance with Section 2.5(b) and (iv) file the appointment and/ or removal of the directors and officers of the Purchaser in accordance with Section 2.4.

Closing; Effective Time. Subject Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to the provisions of Article VIISection 8, the closing consummation of the Merger (the “Closing”"CLOSING") will shall take place at the offices of Fulbright & Xxxxxxxx L.L.P., 0000 Xxxx Xxx., Suite 2800, Dallas, Texas 75201, at 10:00 a.m., New York City Dallas time, on a date to be designated by Parent (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 Law, waiver be satisfied or waived of the conditions set forth in Article VII 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 be remain subject to the delivery of such items and the satisfaction or, to the extent permitted by Law, or waiver of those conditions), such conditions at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx XxxxClosing), unless another timedate, date time or place is agreed to in writing by the parties; providedparties hereto, however, in the event provided that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be delayed if and only for so long as reasonably necessary if a banking moratorium, act of terrorism or war (whether or not declared) affecting United States banking or financial markets generally prevents the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”Closing. Subject to the provisions of this Agreement, as soon as practicable on a certificate of merger satisfying the Closing Date applicable requirements of the DGCL (the "CERTIFICATE OF MERGER") shall be duly executed by the Company shall file and filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, promptly as possible on the relevant provisions of the DGCL (the “Certificate of Merger”)Closing Date. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time "EFFECTIVE TIME"). Notwithstanding anything herein to the contrary, in the event that Acquisition Sub shall acquire at which least 90% of the outstanding shares of Company Common Stock, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger becomes effective is herein referred to as become effective, without a meeting of the “Effective Time”). The parties shall make all other filings or recordings required under Company Stockholders, in accordance with Section 253 of the DGCL in connection with the Mergeras promptly as practicable.

Closing; Effective Time. Subject to the provisions satisfaction or waiver of all of the conditions to Closing contained in Article VIIVI, the closing of the Merger (the “Closing”) will ), shall take place at 10:00 a.m.the offices of Wxxxxx and Dxxx LLP, New York City time400 Xxxxxxxx Xxxxxx, on the fifth Xxxxxxxx, XX 00000, as soon as practicable (but not later than 5 Business Day Days) after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth to Closing contained in Article VII VI (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesparties hereto. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject .” As soon as is practicable after the Closing, the parties hereto shall cause the Merger to be consummated by (i) delivering to the Secretary of State of the State of New York a certificate of merger (the “New York Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file with NYBCL and (ii) delivering to the Secretary of State of the State of Delaware a certificate of mergermerger (the “Delaware Certificate of Merger”), executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing as of the Certificate of Merger or date and at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under ) as the DGCL in connection New York Certificate of Merger is filed with the Secretary of State of the State of New York with respect to the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or, or (to the extent permitted by Law, law) waiver of the conditions set forth in Article VII VIII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or (to the extent permitted by Law, law) waiver of those conditions), at the offices of Stroock Cravath, Swaine & Stroock & Xxxxx Mxxxx LLP, 000 Worldwide Plaza, 800 Xxxxxx XxxxXxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, Xxxx 00000 (or the Closing may take place at such other place or at such other date or place is agreed to as Parent and the Company may mutually agree in writing by the partieswriting); provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VIIVIII, the “parties will not be required to effect the Closing Date” shall be until the third earlier to occur of (a) a date specified by Parent on at least five (5) Business Day following Days’ notice to the Company, and (b) the sixtieth (60th) day after delivery of such Top-Up Noticethe Required Financial Statements that satisfy the condition specified in Section 8.2(a) if a business day, unless another timeor if not a business day, date or place is agreed to in writing by then on the partiesnext succeeding business day. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare and on the Closing Date the Company Surviving Corporation shall file cause the Merger to be consummated by filing an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as parties, being the “Effective Time”). The ) and the parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Fenwick & West LLP, New York City time000 Xxxxxxxxxx Xxxxxx, on Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 (or remotely via the fifth electronic exchange of documents), as promptly as practicable, but in any event no later than the third Business Day after the satisfaction or, or waiver (to the extent permitted hereunder) of the last of the conditions set forth in Article V to be so satisfied or waived (other than those conditions that by Lawtheir terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, date and time as agreed by Parent and the Company; provided that, notwithstanding the forgoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII V (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until or waived (if permitted hereunder) at the Closing, but the Closing shall be subject to the satisfaction oror waiver (if permitted hereunder) of such conditions at the Closing), the Closing shall occur instead on the earlier of (a) the third Business Day immediately following the final day of the Marketing Period and (b) any Business Day during the Marketing Period as may be specified by Parent on no less than three Business Days’ prior written notice to the Company (subject, in the case of each of clause (a) and (b), to the satisfaction or waiver (to the extent permitted by under applicable Law, waiver ) of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver all of the conditions set forth in Article VIIV, except for any conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the “Closing Date” shall be Closing, but subject to the third Business Day following delivery satisfaction or waiver (if permitted hereunder) of such Top-Up Notice, unless another time, date or place is agreed to in writing by conditions at the partiesClosing). The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” Under the terms and subject to the provisions conditions of this Agreement, as soon as practicable on a certificate of merger that the Closing Date Parties shall agree satisfies the Company applicable requirements of the DGCL (the “Certificate of Merger”) shall file be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance concurrently with, and in such form or as is required bysoon as practicable following, the relevant provisions of Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is may be agreed to by Parent and the parties hereto Company and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Mintz, New York City timeLevin, on Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding Section 6, Section 7 and Section 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as Saffron and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Noticemay mutually agree in writing, subject to the satisfaction or, to the extent permitted by Law, waiver of provided that if all the conditions set forth in Article VIISection 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the “Closing Date” shall be take place on the third first subsequent Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Saffron and the Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger , or at such later time as is agreed to by the parties hereto and may be specified in the such Certificate of Merger with the consent of Saffron and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York City time000 Xxxxxxxxx Xxxxxx, on Xxx Xxxx, Xxx Xxxx, as soon as practicable, but in no event later than the fifth Business Day third business day after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article 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 Law, or waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII, Holdings and Merger Sub shall not be required to effect the “Closing Date” shall until the earlier of (a) a date during the Marketing Period specified by Holdings on no less than three business days’ notice to the Company and (b) the final day of the Marketing Period (or the Closing may be consummated at such other place or on such other date as Holdings and the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the provisions “Certificate of this Agreement, as soon as practicable on the Closing Date the Company shall file Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereto, being hereinafter referred to as the “Effective Time”). The parties ) and shall make all other filings or recordings required under the DGCL or other applicable law in connection with the Merger.

Closing; Effective Time. Subject Upon the terms and subject to the provisions of Article VIIconditions set forth in this Agreement, the closing of the Merger (the “Closing”) will shall take place by electronic exchange of Closing documents in lieu of an in-person Closing at 10:00 a.m., a.m. (New York City time), on as promptly as practicable following the fifth consummation of the Offer, but in any event no later than the second Business Day after the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those such conditions), at ) (the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by on which the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VIIClosing occurs, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice”), unless this Agreement has been terminated pursuant to its terms or unless another time, date time or place manner of Closing is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”Parties in writing. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file with the Secretary of State of the State of Delaware (i) a certificate of merger, executed in accordance with, and in such form as is required by, merger satisfying the relevant provisions applicable requirements of the DGCL (the “Certificate of Merger”)) shall be duly executed by the Company and (ii) Parent, Merger Sub and the Company shall cause the Certificate of Merger to be delivered to the DSOS for filing, in each case, as soon as practicable following the Offer Acceptance Time and concurrently with the Closing. The Merger shall become effective upon the filing of the Certificate of Merger with the DSOS or at such later time on the Closing Date as is agreed to upon in writing by the parties Parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as such time, the “Effective Time”). The parties From and after the Effective Time, the Surviving Corporation shall make possess all other filings or recordings required under the DGCL properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided in connection with the MergerDGCL.

Closing; Effective Time. Subject to the provisions of Article VII, the The closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, New York City timeProfessional Corporation, on located at 600 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the fifth Business Day parties, which shall be no later than the second business day after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII VI (excluding conditions that, other than those that by their terms, cannot terms are to be satisfied until or waived at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or place is agreed to and location as the parties hereto agree in writing by the partieswriting; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of if all the conditions set forth in Article VIIVI shall not have been satisfied or waived on such second business day, then the “Closing Date” shall be take place on the third Business Day following delivery of first business day on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs is hereinafter referred to herein as the “"Closing Date”. .” Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger in the form attached hereto as soon as practicable on the Closing Date the Company shall file Exhibit A with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL Delaware Law (the “Certificate of Merger”). The Merger shall become effective upon ) (the time of such filing with the Secretary of State of the Certificate State of Merger Delaware (or at such later time as is may be agreed to in writing by the parties hereto Company and Parent and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as Merger) being the “Effective Time”). The parties shall make all other filings ) as soon as practicable on or recordings required under after the DGCL in connection with the MergerClosing Date.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Xxxxxx Godward LLP, New York City time0000 Xxxxxxxx Xxxx, on Xxx Xxxxx, Xxxxxxxxxx 00000-0000, as promptly as practicable (but in no event later than the fifth Business Day after Day) following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII Sections 6, 7 and 8 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), ) or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to as Merger Partner and DPI may mutually agree in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partieswriting. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL (the “Certificate of Merger”)and in a form reasonably acceptable to DPI and Merger Partner. The Merger shall become effective upon at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is may be agreed to upon by the parties hereto DPI and Merger Partner and specified in the such Certificate of Merger (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions satisfaction or waiver of Article VIIthe conditions set forth in ARTICLE 7, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Txxxxxxx Sxxxxxx LLP, New York City time400 0xx Xxxxxx, on X.X., Xxxxx 0000, Xxxxxxxxxx, XX, as soon as practicable, but in no event later than the fifth second Business Day (as hereinafter defined) after the satisfaction or, or waiver (to the extent permitted by Law, waiver Law (as hereinafter defined)) of the conditions set forth in Article VII ARTICLE 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 Law, or waiver of those conditionssuch conditions at the Closing), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, such other place or on such other date or place is agreed to in writing by the parties; provided, however, in the event that as Parent and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesmay mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject At the Closing, the parties hereto shall cause the Merger to the provisions be consummated by filing an agreement of this Agreement, as soon as practicable on the Closing Date merger with officers’ certificates for each of the Company shall file and Merger Sub (collectively, the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerCalifornia, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL CGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the acceptance of the filing of the Certificate of Merger by the Secretary of State of the State of California, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereto, being hereinafter referred to as the “Effective Time”). The parties ) and shall make all other filings or recordings required under the DGCL CGCL in connection with the Merger. For purposes of this Agreement, the term “Business Day” means any day on which the principal offices of the Securities and Exchange Commission (the “SEC”) in Washington, D.C. are open to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by law to close in Los Angeles, California.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or, or (to the extent permitted by Law, law) waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or (to the extent permitted by Law, law) waiver of those conditions), at the offices of Stroock Skadden, Arps, Slate, Xxxxxxx & Stroock & Xxxxx Xxxx LLP, 000 Xxxxxx XxxxFour Times Square, Xxx XxxxNew York, Xxx Xxxx, unless another time, New York (or the Closing may take place at such other place or at such other date or place is agreed to as Parent and the Company may mutually agree in writing by the partieswriting); provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII, the “parties will not be required to effect the Closing Date” shall be until the third earlier to occur of (a) a date specified by Parent on at least three (3) Business Day following delivery Days’ notice to the Company and (b) the final day of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesCompletion Period. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare and on the Closing Date the Company Surviving Corporation shall file cause the Merger to be consummated by filing an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerGeorgia, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL GBCC (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as parties, being the “Effective Time”). The ) and the parties shall make all other filings or recordings required under the DGCL GBCC in connection with the Merger, including publication of the notice of merger contemplated by Section 14-2-1105.1 of the GBCC.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on the fifth Business Day after and subject to the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (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 Law, waiver of those conditions), take place at the offices of Stroock & Stroock & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 000 Xxxxxx Xxxx00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx XxxxXxxxxxxxxxxxx 00000, unless another time, date or place is agreed to as promptly as practicable (but in writing by no event later than the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iiififth Business Day) and Parent elects to deliver a Top-Up Notice, subject to following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VIISections 6, 7 and 8 (other than those conditions that by their nature are to be satisfied at the “Closing Date” shall be Closing, but subject to the third Business Day following delivery satisfaction or waiver of each of such Top-Up Notice, unless another conditions) or at such other time, date or and place is agreed to as Deerfield and NitroMed may mutually agree in writing by the partieswriting. The date on which the Closing actually occurs takes place is hereinafter referred to as the “"Closing Date”. Subject ." At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL (the “Certificate of Merger”)and in a form reasonably acceptable to Deerfield and NitroMed. The Merger shall become effective upon at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is may be agreed to upon by the parties hereto Deerfield and NitroMed and specified in the such Certificate of Merger (the time at as of which the Merger becomes effective is herein being referred to as the “"Effective Time”"). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Skadden, New York City timeArps, on Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding Sections 6, 7 and 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as Tranzyme and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Noticemay mutually agree in writing, subject to the satisfaction or, to the extent permitted by Law, waiver of provided that if all the conditions set forth in Article VIISections 6, 7 and 8 shall not have been satisfied or waived on such second Business Day, then the “Closing Date” shall be take place on the third first subsequent Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL (and in a form reasonably acceptable to Tranzyme and the “Certificate of Merger”)Company. The Merger shall become effective upon at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and may be specified in the such Certificate of Merger with the consent of Tranzyme and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Mintz, New York City timeLevin, on Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding Section 6, Section 7 and Section 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as Orion and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Noticemay mutually agree in writing, subject to the satisfaction or, to the extent permitted by Law, waiver of provided that if all the conditions set forth in Article VIISection 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the “Closing Date” shall be take place on the third first subsequent Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Orion and the Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger , or at such later time as is agreed to by the parties hereto and may be specified in the such Certificate of Merger with the consent of Orion and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject (a) Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Article VII6, Article 7 and Article 8, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Xxxx Xxxxxxxx LLP, New York City time000 Xxxxxxxxxx Xxxxxx, on Xxxxx-Xxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding 6, Article 7 and Article 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to as Galena and Sellas may mutually agree in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partieswriting. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” On or prior to the provisions of this AgreementClosing Date, as soon as practicable on Galena, Merger Sub and Sellas will cause (a) the Closing Date the Company shall file with the Secretary of State Bermuda Merger Agreement to be executed and delivered and (b) an application for registration of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Merger (the “Certificate Merger Application”) to be prepared, executed and delivered to the Registrar of MergerCompanies in Bermuda (the “Registrar”)) as provided under Section 108 of the Companies Act and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall will become effective upon on the filing of date shown in the Certificate certificate of Merger or at such later time as is agreed to issued by the parties hereto and specified in the Certificate of Merger Registrar (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties name of the Surviving Company shall make all other filings or recordings required under the DGCL in connection with the Mergerbe “SELLAS Life Sciences Group Ltd”.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") will shall take place at 10:00 a.m.the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York City time000 Xxxxxxxxx Xxxxxx, on the fifth Business Day Xxx Xxxx, Xxx Xxxx, as soon as reasonably practicable after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article 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 Law, or waiver of those conditions), such conditions at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the partiesClosing); provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII, the “parties shall not be required to effect the Closing Date” until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days' notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the third Business Day following delivery Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such Top-Up Notice, unless another time, termination (or the Closing may be consummated at such other place or on such other date or place is agreed to in writing by as Parent and the partiesCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date”". Subject At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the provisions "Certificate of this Agreement, as soon as practicable on the Closing Date the Company shall file Merger") with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereto, being hereinafter referred to as the “"Effective Time”). The parties ") and shall make all other filings or recordings required under the DGCL in connection with the Merger.. SECTION 1.3

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Articles VI, VII and VIII of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Skadden, New York City timeArps, on Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, to or waiver of the extent permitted by Law, waiver last of the conditions set forth in Article Articles VI, VII (excluding and VIII to be satisfied or waived, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as Castle and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Noticemay mutually agree in writing, subject to the satisfaction or, to the extent permitted by Law, waiver of provided that if all the conditions set forth in Article VIIArticles VI, VII and VIII shall not have been satisfied or waived on such second Business Day, then the “Closing Date” shall be take place on the third first subsequent Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL (and in a form reasonably acceptable to Castle and the “Certificate of Merger”)Company. The Merger shall become effective upon at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and may be specified in the such Certificate of Merger as mutually agreed between Castle and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement is terminated pursuant to the provisions of Article VIIVII hereof, the closing of the Merger and the other transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m.a.m. Pacific Time on a date to be specified by the parties hereto (the “Closing Date”), New York City time, on which shall be no later than the fifth second (2nd) Business Day after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII VI (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, time or date or place is agreed to in writing by the parties; providedparties hereto. The Closing shall take place at the offices of Xxxx Xxxxxxxx LLP located at 0000 Xxxxxxxxx Xxxxx, however00xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, or at such other location as the parties hereto shall mutually agree. On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing articles of merger substantially in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver form of the conditions set forth in Article VII, Exhibit C (the “Closing Date” shall be the third Business Day following delivery Articles of such Top-Up Notice, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing DateMerger”. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file ) with the Secretary of State of the State of Delaware a certificate of mergerOregon (the “Oregon Secretary”), executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL OBCA (the “Certificate time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger such filing, or at such later time as is may be agreed to in writing by the parties hereto and specified in the Certificate Articles of Merger (the time at which the Merger becomes effective is herein Merger, being referred to herein as the “Effective Time”). The parties If the Oregon Secretary requires any changes to the Articles of Merger as a condition to filing or issuing a certificate to the effect that the Merger is effective, Parent, Merger Sub, the Company and the Major Stockholders shall make all other filings or recordings required under execute any necessary document(s) incorporating such changes, provided that such changes are not inconsistent with and do not result in any material change to the DGCL in connection with the Mergerterms of this Agreement.

Closing; Effective Time. Subject to the provisions of Article VII, the (a) The closing of the Merger Mergers (the “Closing”) will shall take place electronically on a remote basis, at 10:00 09:00 a.m., New York City timeEastern Time, on a date to be specified by Xxxxxx, Wejo and TKB, which shall be no later than the fifth third (3rd) Business Day after the satisfaction or, or (to the extent permitted by Law, ) waiver of all of the conditions set forth in Article VII VI hereof (excluding 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 be remain subject to the satisfaction or, or (to the extent permitted by Law, ) waiver of those conditions), such conditions at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx XxxxClosing), unless another time, date or place is agreed to in writing by the parties; providedXxxxxx, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) Wejo and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesTKB. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on .” (b) On the Closing Date Date, each of TKB and Merger Sub 1 shall (and Holdco shall cause Merger Sub 1 to), in coordination with each other, cause the Company shall file executed TKB Plan of Merger and other required TKB Merger Filing Documents to be filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Cayman Registrar. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (agree that the time at which the TKB Merger becomes effective is herein referred to herein as the “TKB Effective Time” which shall be the same time as the Wejo Effective Time. (c) On the Closing Date, each of Wejo and Merger Sub 2 shall (and Holdco shall cause Merger Sub 2 to), in coordination with each other, cause the required Wejo Merger Filing Documents to be filed with the Registrar of Companies in Bermuda. The parties hereto agree that the time at which the Wejo Merger becomes effective is referred to herein as the “Wejo Effective Time” which shall be the same time as the TKB Effective Time. The TKB Effective Time and the Wejo Effective Time shall referred to herein collectively as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.Section 1.3

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Xxxxxx & Xxxxxxx, New York City timeLLP, on 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding Section 6, Section 7 and Section 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as Phoenix and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth may mutually agree in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partieswriting. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Phoenix and the Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger , or at such later time as is agreed to by the parties hereto and may be specified in the such Certificate of Merger with the consent of Phoenix and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Fenwick & West LLP, New York City time000 Xxxxxxxxxx Xxxxxx, on Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 (or remotely via the fifth electronic exchange of documents), as promptly as practicable, but in any event no later than the third Business Day after the satisfaction or, to the extent permitted by Law, waiver of date on which all the conditions set forth in Article VII V are satisfied or waived (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until or waived (if permitted hereunder) at the Closing, but the Closing shall be subject to the satisfaction or, to or waiver (if permitted hereunder) of such conditions at the extent permitted by Law, waiver of those conditionsClosing), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another timesuch other location, date or place is and time as agreed to in writing by Parent and the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesCompany. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” Under the terms and subject to the provisions conditions of this Agreement, as soon as practicable on a certificate of merger that the Closing Date Parties shall agree satisfies the Company applicable requirements of the DGCL (the “Certificate of Merger”) shall file be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance concurrently with, and in such form or as is required bysoon as practicable following, the relevant provisions of Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is may be agreed to by Parent and the parties hereto Company and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to Unless otherwise mutually agreed in writing between Parent and the provisions of Article VIICompany, the closing Closing will be held (i) at the offices of the Merger (the “Closing”) will take place Mxxxx Xxxxx LLP, 70 X. Xxxxxx Drive, Chicago, Illinois 60606, at 10:00 9:00 a.m., New York City local time, on the fifth Business Day after following the satisfaction or, to the extent permitted by Law, or waiver of all of the conditions set forth in Article VII VIII (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions)) in accordance with this Agreement; provided that (A) the parties hereto shall use their respective reasonable best efforts to cause the Closing to occur on (or before, at if the offices of Stroock & Stroock & Xxxxx LLPparties so agree) December 28, 000 Xxxxxx Xxxx2010 and (B) after December 28, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however2010, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up NoticeClosing shall not have occurred on December 28, subject to 2010, the Closing shall occur on the third Business Day following the satisfaction or, to the extent permitted by Law, or waiver of all of the conditions set forth in Article VIIVIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the “Closing Date” shall be fulfillment or waiver of those conditions) in accordance with this Agreement or (ii) at such other place or at such other time or on such other date as Parent and the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to Company may agree upon in writing by the partieswriting. The date on which the Closing actually occurs is hereinafter held is referred to herein as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, Parent, Merger Sub and the Company shall file with cause the Merger to be consummated by filing articles of merger (the “Articles of Merger”) in the office of the Secretary of State of the State of Delaware a certificate of merger, Iowa executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)IBCA. The Merger shall become effective upon term “Effective Time” means the date and time of the filing of the Certificate Articles of Merger in the office of the Secretary of State of the State of Iowa (or at such later time as is may be agreed to by each of the parties hereto in writing and specified in the Certificate Articles of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection accordance with the MergerIBCA).

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 hereof, the closing of the First Step Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on the fifth Business Day as promptly as practicable after the execution and delivery hereof by the parties hereto, and following satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article ARTICLE 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 Law, waiver of those conditions)hereof, at the offices of Stroock Xxxxxx Xxxxxxx Xxxxxxxx & Stroock & Xxxxxx, Professional Corporation, 900 South Capital of Texas Highway, Las Cimas IV, Xxxxx LLPXxxxx, 000 Xxxxxx XxxxXxxxxx, Xxx Xxxx, Xxx XxxxXxxxx 00000, unless another time, date time or place is mutually agreed to upon in writing by Parent and the partiesCompany; providedprovided that, however, any party hereto may participate remotely in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted Closing by Law, waiver electronic delivery of documents and/or funds. If any of the conditions set forth in Article VIIARTICLE VII are not satisfied or waived at the time the Closing is to occur pursuant to this Section 2.2, Parent or the “Company may, by notice to the other, adjourn the Closing Date” shall be to a date specified in that notice (but not later than the third earlier of (a) the second Business Day following delivery of such Top-Up Notice, unless another time, date after the conditions set forth in ARTICLE VII have been so satisfied or place is agreed to in writing by waived and (b) the partiesTermination Date). The date on upon which the Closing actually occurs is hereinafter shall be referred to herein as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on .” On the Closing Date Date, the Company parties hereto shall file cause the First Step Merger to be consummated by filing a Certificate of Merger in substantially the form attached hereto as Exhibit F-1, with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon , in accordance with the filing applicable provisions of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger DGCL (the time at which of the Merger becomes effective is herein acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time”). The parties As soon as practicable after the Effective Time, and, in any event within thirty (30) days thereafter, Parent shall make all other filings or recordings required under cause the Second Step Merger to be consummated by filing a Certificate of Merger in substantially the form attached hereto as Exhibit F-2 with the Secretary of State of the State of Delaware (the “Second Step Certificate of Merger”) in accordance with the applicable provisions of the DGCL in connection with and the MergerLLC Act.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Mintz, New York City timeLevin, on Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding Section 6, Section 7 and Section 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as Talos and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Noticemay mutually agree in writing, subject to the satisfaction or, to the extent permitted by Law, waiver of provided that if all the conditions set forth in Article VIISection 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the “Closing Date” shall be take place on the third first subsequent Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” At the Closing, the Parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of mergerMerger with respect to the Merger, executed in accordance with, and in such form as is required by, satisfying the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Talos and the Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger , or at such later time as is agreed to by the parties hereto and may be specified in the such Certificate of Merger with the consent of Talos and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the The closing of the S Merger (the “Closing”"CLOSING") will shall take place at 10:00 a.m., in New York City timeat the offices of Weil, Gotshal & Xxxxxx LLP, as soon as practicable, but in no event later than 10:00 a.m. New York City time on the later of (a) the fifth Business Day after the satisfaction or, to Effective Time of the extent permitted by Law, waiver of P Merger and (b) the fifth Business Day after the date on which the conditions set forth in Article VII 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 Law, waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of other than the conditions set forth in Article VIISection 7.2.3, 7.2.6, 7.2.7, 7.3.3 and 7.3.6, which are to be satisfied at the “Closing Date” shall be Closing) have been satisfied or waived by the third Business Day following delivery party or parties entitled to the benefit of such Top-Up Noticeconditions, unless another timeor at such other place, at such other time or on such other date or place is agreed to in writing by Parent and the partiesSellers' Representative may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject "CLOSING DATE." At the Closing, the parties shall cause to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file be filed with the Secretary of State of the State of Delaware a such certificate of merger, merger or other appropriate documents (such certificate and other documents being hereinafter referred to as the "CERTIFICATE OF S MERGER") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings filings, recordings or recordings publications required under by the DGCL in connection with the S Merger. The S Merger shall become effective at the time specified in the Certificate of S Merger (the "EFFECTIVE TIME OF THE S MERGER") which shall be subsequent to the effective time of the P Merger specified in the P Merger Agreement (the "EFFECTIVE TIME OF THE P MERGER").

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or, or (to the extent permitted by Law, law) waiver of the conditions set forth in Article VII VIII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or (to the extent permitted by Law, law) waiver of those conditions), at the offices of Stroock & Stroock Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx XxxxXxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, Xxxx 00000 (or the Closing may take place at such other place or at such other date or place is agreed to as Parent and the Company may mutually agree in writing by the partieswriting); provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VIIVIII, the “parties will not be required to effect the Closing Date” shall be until the third earlier to occur of (a) a date specified by Parent on at least five (5) Business Day following Days’ notice to the Company, and (b) the sixtieth (60th) day after delivery of such Top-Up Noticethe Required Financial Statements that satisfy the condition specified in Section 8.2(a) if a business day, unless another timeor if not a business day, date or place is agreed to in writing by then on the partiesnext succeeding business day. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare and on the Closing Date the Company Surviving Corporation shall file cause the Merger to be consummated by filing an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as parties, being the “Effective Time”). The ) and the parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") will shall take place at 10:00 a.m.the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York City timeYork, on 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 fifth Business Day announcement requirement of the penultimate sentence of Section 2.2(d)(i)) after the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article 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 Law, or waiver of those conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, such other place or at such other date or place is agreed to in writing by the parties; provided, however, in the event that as Parent and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesmay mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date”". Subject At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the provisions "Certificate of this Agreement, as soon as practicable on the Closing Date the Company shall file Merger") with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in hereto, being the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”). The parties ") and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Unless this Agreement is earlier terminated in accordance with Article VIIXI, the closing of the Acquisition Merger (the “Closing”) will shall take place at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., a.m. (New York City time, ) on the fifth a date no later than three (3) Business Day Days after the satisfaction or, to the extent permitted by Law, or (if permissible) waiver of all the conditions set forth in Article VII IX (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Lawif permissible, waiver of those conditions), or at such other place and time as the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to Company and Parent may mutually agree upon in writing writing. The parties may participate in the Closing via electronic means by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iiimutual exchange of electronic signatures (including portable document format (.PDF) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesVerisign). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the Company and Merger Sub shall file execute a plan of merger (the “Plan of Merger”) substantially in the form set out in Exhibit B attached hereto and the parties hereto shall cause the Acquisition Merger to be consummated by filing the Plan of Merger (and other documents required by Cayman Companies Act) with the Secretary Registrar of State Companies of the State of Delaware a certificate of merger, executed Cayman Islands in accordance with, and in such form as is required by, with the relevant provisions of the DGCL Cayman Companies Act (the “Certificate time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger such filings, or at such later time as is may be agreed to in writing by the parties hereto Company and Parent and specified in the Certificate Plan of Merger (the time at which the Merger becomes effective is herein referred to as Merger, being the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Cravath, New York City timeSwaine & Xxxxx LLP, on Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable, but in no event later than the fifth second Business Day Day, after the satisfaction or, or waiver (to the extent permitted by Law, waiver ) of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or waiver (to the extent permitted by Law, waiver ) of those conditionssuch conditions at the Closing), or at such other place or on such other date as Parent and the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the partiesCompany may mutually agree; provided, however, that if all the conditions set forth in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, Article VII shall not have been satisfied or waived (to the extent permitted by Law) on such second Business Day, waiver of then the conditions set forth in Article VII, Closing shall take place on the “Closing Date” shall be the third first Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed waived (to in writing the extent permitted by the partiesLaw). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject At the Closing, the parties hereto shall cause the Merger to be consummated by filing articles of merger (the provisions “Articles of this AgreementMerger”) with the Florida Department of State, as soon as practicable on the Closing Date the Company shall file with Division of Corporations and the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL FBCA (the “Certificate date and time of Merger”). The Merger shall become effective upon the acceptance of the filing of the Certificate Articles of Merger by the Florida Department of State, Division of Corporations, or at such later time as is specified in the Articles of Merger and as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereto, being hereinafter referred to as the “Effective Time”). The parties ) and shall make all other filings or recordings required under the DGCL FBCA in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Oxxxxx, New York City timeHxxxxxxxxx and Sxxxxxxxx LLP, on The Oxxxxx Building, 400 Xxxxxx Xxxxxx, San Francisco, CA 94105-2669, as promptly as practicable (but in no event later than the fifth second Business Day after following the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII (excluding Section 6, Section 7 and Section 8, other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those each of such conditions), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another such other time, date or and place is agreed to in writing by the parties; provided, however, in the event that as FSI and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Noticemay mutually agree in writing, subject to the satisfaction or, to the extent permitted by Law, waiver of provided that if all the conditions set forth in Article VIISection 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the “Closing Date” shall be take place on the third first subsequent Business Day following delivery of on which all such Top-Up Notice, unless another time, date conditions shall have been satisfied or place is agreed to in writing by the partieswaived. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on .” On the Closing Date Date, the Company Parties hereto shall file cause the First Merger to be consummated by (a) filing a certificate of merger substantially in the form attached hereto as Exhibit C (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL and (b) making all other filings and recordings required under the “Certificate of Merger”)DGCL. The Merger term “Effective Time” shall become effective upon mean the time of the filing of the First Certificate of Merger, or, if different, the time of effectiveness thereof that is specified therein. Promptly following the Effective Time, but in no event later than two (2) Business Days thereafter, FSI, the First Step Surviving Corporation and Merger or at such later time Sub II shall cause a certificate of merger in accordance with the relevant provisions of the DGCL in substantially the form attached hereto as is agreed to by Exhibit D (the parties hereto and specified in the “Second Certificate of Merger Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be filed with the Secretary of State of Delaware (the time at which the Merger becomes effective is herein referred to as the “Second Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") will take place at 10:00 a.m., New York City time, on as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or, or (to the extent permitted by Law, law) waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, or (to the extent permitted by Law, law) waiver of those conditions), at the offices of Stroock Skadden, Arps, Slate, Meagher & Stroock & Xxxxx Flom LLP, 000 Xxxxxx XxxxFour Times Square, Xxx XxxxNew York, Xxx Xxxx, unless another time, New York (or the Closxxx xxx taxx xlace at such other place or at such other date or place is agreed to as Parent and the Company may mutually agree in writing by the partieswriting); provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to notwithstanding the satisfaction or, to the extent permitted by Law, or waiver of the conditions set forth in Article VII, the “parties will not be required to effect the Closing Date” shall be until the third earlier to occur of (a) a date specified by Parent on at least three (3) Business Day following delivery Days' notice to the Company and (b) the final day of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesCompletion Period. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date”". Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare and on the Closing Date the Company Surviving Corporation shall file cause the Merger to be consummated by filing an appropriate certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of mergerGeorgia, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL GBCC (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, or at such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto and specified in parties, being the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”). The ") and the parties shall make all other filings or recordings required under the DGCL GBCC in connection with the Merger, including publication of the notice of merger contemplated by Section 14-2-1105.1 of the GBCC.

Closing; Effective Time. Subject As promptly as practicable, but in no event later than the third Business Day, after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date is agreed to in writing by Parent and the Company, the parties hereto shall cause the Merger to be effected 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 required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”); provided, however, that if all the conditions set forth in Article VIIVIII shall no longer be satisfied or waived (where permissible) on such third Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall again have been satisfied or waived (where permissible) unless another time is agreed to in writing by Parent and the Company. Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) will take shall be held at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place at 10:00 a.m.as the parties shall agree, New York City time, on for the fifth Business Day after purpose of confirming the satisfaction oror waiver, to as the extent permitted by Lawcase may be, waiver of the conditions set forth in Article 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 Law, waiver of those conditions), at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the MergerVIII.

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) will shall take place at 10:00 a.m.the offices of Fenwick & West LLP, New York City time800 Xxxxxxxxxx Xxxxxx, on Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 (or remotely via the fifth electronic exchange of documents), as promptly as practicable, but in any event no later than the third Business Day after the satisfaction or, to the extent permitted by Law, waiver of date on which all the conditions set forth in Article VII V are satisfied or waived (excluding other than those conditions that, that by their terms, cannot terms are to be satisfied until or waived (if permitted hereunder) at the Closing, but the Closing shall be subject to the satisfaction or, to or waiver (if permitted hereunder) of such conditions at the extent permitted by Law, waiver of those conditionsClosing), or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another timesuch other location, date or place is and time as agreed to in writing by Parent and the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partiesCompany. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date”. Subject .” Under the terms and subject to the provisions conditions of this Agreement, as soon as practicable on a certificate of merger that the Closing Date Parties shall agree satisfies the Company applicable requirements of the DGCL (the “Certificate of Merger”) shall file be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance concurrently with, and in such form or as is required bysoon as practicable following, the relevant provisions of Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is may be agreed to by Parent and the parties hereto Company and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing (a) The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) will shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA at 10:00 a.m.a.m. (Eastern time) on a date to be mutually agreed to by Parent and the Company, New York City time, on which date shall be no later than the fifth third (3rd) Business Day after the satisfaction or, or waiver of the last to the extent permitted by Law, waiver be satisfied or waived of the conditions set forth in Article VII Sections 7 and 8 (excluding other than those conditions that, by their terms, cannot which are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those such conditions), ) or at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, unless another time, such other time and/or date or place is agreed to in writing by the parties; provided, however, in the event that as Parent and the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth may jointly designate in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the partieswriting. The date on which the Closing actually occurs takes place is hereinafter referred to in this Agreement as the “Closing Date.” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause a certificate of merger (the “Certificate of Merger”. Subject ) conforming to the provisions requirements of this Agreement, as soon as practicable on the Closing Date the Company shall file DGCL to be executed and filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the consummation of the Merger. The Merger shall become effective as of the time that the Certificate of Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).