Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York7:00 a.m., New York City time, on a date to be designated specified by Parent and the Company (the “Closing Date”)parties, which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law) waiver of such conditions at the Closing), at the Closing (offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or after place is agreed to in writing by the parties hereto. The date on which the Closing with respect occurs is referred to herein as the “Closing Date.” (b) Subject to the Merger Certificate). At terms and conditions of this Agreement, as soon as practicable on or immediately prior to the Closing Date, each of Foamix and Menlo Merger Sub shall (and the Company Menlo shall eachcause Menlo Merger Sub to), in coordination with each other, deliver to inform the Registrar of Companies of the State of Israel (the “Israeli Registrar a notice (each, a “Merger Noticeof Companies”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law and this Agreement have been met and requesting that (together with any other documentation required to be submitted to the Israeli Registrar of Companies, whether under this Agreement or the Merger Proposal, by the Israeli Companies Registrar or otherwise) and setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Israeli Registrar of Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties that the Merger shall be declared effective and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date or the immediately following Business Day.

Closing; Effective Time. The consummation Subject to the provisions of Article VII, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York10:00 a.m., New York City time, on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third fifth Business Day after the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but shall be subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and 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 after place is agreed to in writing by the parties. The date on which the Closing with respect actually occurs is hereinafter referred to as the “Closing Date”. Subject to the Merger Certificate). At provisions of this Agreement, as soon as practicable on the Closing Date, Merger Sub and Date the Company shall each, in coordination file with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing Secretary of State of the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue State of Delaware a certificate evidencing of merger, executed in accordance with, and in such form as is required by, the completion relevant provisions of the Merger in accordance with Section 323(5) of the Israeli Companies Law DGCL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance filing of the Certificate of Merger or at such later time as is agreed to by the Companies Registrar, at or after parties hereto and specified in the Closing, Certificate of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (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. The consummation Provided that the conditions set forth in Article 5 have been satisfied (or waived by the appropriate party), the closing of the transactions contemplated by this Agreement Partnership Merger (the “"Closing”") shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue place of the Americasclosing of the Merger set forth in Section 1.2(a) of the Merger Agreement, New Yorkon the Closing Date immediately prior to the closing of the Merger, New York or at such other place, at such other time or on such other date as the parties hereto may mutually agree. At the Closing, the parties hereto shall cause a date certificate of merger (the "Certificate of Merger") to be designated by Parent executed and filed with the Company Secretary of State of the State of Delaware in accordance with the DRULPA. The Partnership Merger shall become effective as of the date and time of such filing, or such other time within 24 hours after such filing as the parties hereto shall agree to be set forth in the Certificate of Merger (the “Closing Date”"Effective Time"), which which, in either case, shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and immediately prior to the extent permitted by Laweffective time of the Merger. If the closing date of the Merger has been extended as contemplated under Section 1.2(b) of the Merger Agreement, then for purposes of the conditions set forth in Sections 7.1 Section 5.3 hereof, all references in the lettered subsections thereof to the term "Closing Date" shall be deemed to mean the Satisfaction Date, and 7.2 (the certificates and other than those documents to be delivered by the parties pursuant to Section 5.3 hereof shall be delivered on and as of the Satisfaction Date. The parties hereto agree that none of the conditions that by their nature are set forth in Section 5.3 shall be required to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or any time after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Satisfaction Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Sheppard, Mullin, Xxxxxxx & Xxxxxxxx Xxxxxxx, LLP, 1290 Avenue of the Americas00 Xxxxxxxxxxx Xxxxx, New YorkXxx Xxxx, New York on a date to be designated by Parent and the Company XX, 00000, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Innovate and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Innovate shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. The consummation Upon the terms and subject to the conditions set forth herein, unless this Agreement has been previously terminated pursuant to its terms, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at on the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date and time to be designated jointly by Parent Purchaser and the Company (the “Closing Date”)Company, which shall be (a) no later than the third three (3) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, date on which each of the conditions set forth in Sections 7.1 and 7.2 Article IX has been satisfied or, if permitted, waived by the Party entitled to the benefits of such condition (other than those any conditions that by their nature are to can only be satisfied at on the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing)Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to the benefits of such conditions), or waiver thereof by the party who is entitled to waive (b) at such conditions and to the extent permitted by Lawother date, at the Closing (time or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Purchaser and the Company may agree (such date on which the Closing occurs, the “Closing Date”). The Closing shall eachoccur remotely by exchange of documents and signatures via email or other manner as may be mutually agreed upon by Purchaser and the Stockholder Representative. Concurrently with the Closing, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Company and Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue Sub shall file a certificate evidencing of merger satisfying the completion applicable requirements of the Merger in accordance DGCL with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware in the form attached as Exhibit E hereto (the “Merger CertificateCertificate of Merger”)) and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective upon at the issuance by Effective Time. As used herein, the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the term “Effective Time”” means the time of the filing of the Certificate of Merger (or such later time as Purchaser and the Company may agree and specify in the Certificate of Merger).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas0000 Xxxxxxxxx Xxxxx, New YorkIrvine, New York CA 92612, at 10:00 A.M., California time, on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after following the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted hereunder and by applicable Law, waiver of all conditions to the obligations of the conditions parties set forth in Sections 7.1 and 7.2 Article VI (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At on the Closing Date, subject to such satisfaction or waiver thereof), or at such other place or at such other time or on such other date as Parent and the Company mutually agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” (b) Merger Sub and the Company shall each, in coordination with each other, deliver (and Parent shall cause Merger Sub to deliver) to the Registrar of Companies Registrar of the State of Israel (the “Israeli Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing and the Companies Registrar that all conditions to the Merger under proposed Closing Date on which the Israeli Companies Law have been met and requesting that the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)) after notice that the Closing has occurred is served to the Israeli Companies Registrar. The Merger shall become effective only upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of by the Israeli Companies Law Registrar (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”a) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPAs promptly as practicable, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in no event later than the third (3rd) Business Day after the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article 8 (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, waiver of such conditions at the Closing), the Transactions shall be consummated (the “Closing”) remotely by electronic exchange of executed documents, or in such other manner, time or place as the Parties shall mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. (or b) As soon as practicable after the Closing with respect to determination of the Merger Certificate). At date on which the Closing Dateis to take place in accordance with Section 2.2(a), each of Check-Cap and Merger Sub shall (and the Company Nobul shall eachcause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Israeli Registrar”) a notice (each, a “Merger Notice”i) informing the Companies Israeli Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar) and requesting that (ii) setting forth the Companies proposed date on which the Merger shall become effective and on which the Israeli Registrar shall be requested to issue a certificate evidencing the completion of the Israeli Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Israeli Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Israeli Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the time at which the Merger becomes effective is herein referred to herein as the “Merger Effective Time”). For the avoidance of doubt, it is the intention of the Parties that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of the Certificate of Israeli Merger in accordance with Section 323(5) of the ICL shall occur, both on the Closing Date.

Closing; Effective Time. The Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.01 of this Agreement and, subject to the satisfaction or waiver of the conditions set forth in Article VI of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx Hxxxxx and Bxxxx, LLP, 1290 Avenue of the Americas30 Xxxxxxxxxxx Xxxxx, New York00xx Xxxxx, New York Xxx Xxxx, XX 00000, at 10:00 a.m. on a date to be designated specified by Parent and the Company (the “Closing Date”), Parties which shall will be no later than the third three Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Parent and Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing with respect to the Merger Certificate). At Date.” On the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to Parties will cause the Merger under the Israeli Companies Law have been met to be consummated by executing and requesting that the Companies Registrar issue filing a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law DGCL (the “Merger CertificateCertificate of Merger”), in substantially the form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall will become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement (the “"Closing”") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxx Meitar, Liquornik, Geva & Xxxxxxxx LLPLeshem, 1290 Avenue of the AmericasBrandwein, New YorkLaw Offices, New York 00 Xxxx Xxxxxx Xxxx, Xxxxx Xxx 00000, Israel, at a time and on a date to be designated specified by Parent and the Company (the “Closing Date”)parties, which shall be no later than the third second Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of all the conditions set forth in Sections 7.1 and 7.2 ‎Article VIII to be satisfied or waived (other than those respective conditions that by their nature are to be satisfied at the Closing). The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date". (including b) Subject to the receipt by terms and conditions set forth in this Agreement, on the parties of the Closing Date: (i) a Certificate of Merger at or after (the Closing), but subject to "Certificate of Merger") substantially in the satisfaction form of such conditions, or waiver thereof Exhibit G attached hereto shall be duly executed by the party who is entitled to waive such conditions Company and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and filed with the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law DGCL and (ii) the “Merger Certificate”)parties shall make such other filings with the Secretary of State of the State of Delaware as shall be necessary to effect the Merger. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, filing of the Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law (State of Delaware, or at such later time as Buyer and the Company may agree upon and as shall be set forth in the Certificate of Merger. The date and time at which when the Merger becomes shall become effective is herein referred to herein as the “"Effective Time”)".

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, 1290 Avenue of the Americas000 Xxxxx Xxxxx, New YorkMenlo Park, New York on a date to be designated by Parent and the Company California 94025, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 6, 7 and 7.2 (8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by at such other time, date and place as Nautilus and the party who is entitled to waive such conditions and to the extent permitted by Law, at Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger Certificate). At Merger, satisfying the Closing Date, Merger Sub applicable requirements of the DGCL and in a form reasonably acceptable to Nautilus and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Nautilus and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York10:00 a.m., New York City time, as soon as commercially practicable following the day on a date to be designated by Parent which, and the Company (the “Closing Date”), which shall be in no event later than the third fifth (5th) Business Day after the satisfaction or waiverwhich, by the party who is entitled to waive such condition and to the extent permitted by Law, all of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VII are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate Closing shall remain subject to the satisfaction or waiver of Merger such conditions at or after the Closing), but at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) Upon the terms and subject to the satisfaction of such conditionsconditions set forth in this Agreement, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At on the Closing Date, Merger Sub and the Company parties shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue file a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law merger (the “Merger CertificateCertificate of Merger”)) with the office of the Secretary of State of the State of Delaware and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon on such date and at such time as the issuance by Certificate of Merger is duly filed with the Companies Registrar, at or after the Closing, Secretary of the Merger State of Delaware, or at such subsequent date and time as may be agreed in writing by Parent and the Company and specified in the Certificate in accordance with Section 323(5) of the Israeli Companies Law (the Merger. The date and time at which the Merger becomes effective is herein referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 8.1, and subject to the satisfaction or waiver of the conditions, and delivery of this Agreement and all other Transaction Documents, by electronic or other remote exchange of all executed documents and other closing deliverables required by Section 2.5(b) and Section 2.5(c), the consummation of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company remotely as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 (this Article II, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Sellers shall eachsell to Parent, in coordination with each otherand Parent shall purchase from the Sellers for the Consideration, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) Members Interests, free and clear of the Israeli Companies Law (the “Merger Certificate”)all Encumbrances. The Merger transfers and deliveries described in this Article II shall be mutually interdependent and shall be regarded as occurring simultaneously, and, notwithstanding any other provision of this Agreement, no such transfer or delivery shall become effective upon the issuance by the Companies Registrar, at or after the Closing, shall be deemed to occur until all of the Merger Certificate other transfers and deliveries provided for in accordance with Section 323(5) of this Article II shall have occurred or been waived on the Israeli Companies Law (Closing Date and all such transfers and deliveries are held in escrow until the time Parties mutually agree that all such transfers and deliveries can be released from escrow at which time the Merger Transaction becomes effective is herein referred to as (the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx Xxx & Xxxxxxxx LLPXxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 ‎7 and 7.2 ‎8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section ‎7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx Xxx & Xxxxxxxx LLPXxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 7 and 7.2 8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section 7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxxx Coie LLP, 1290 Avenue 0000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx, 00000 at 10:00 a.m. (New York City time), or at such other place, date and time as the parties hereto may agree in writing, as promptly as practicable following the consummation of the AmericasOffer, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL will be duly executed by the party who is entitled Company and Parent, Purchaser and the Company will cause such certificate to waive such conditions and be delivered to the extent permitted by Law, at Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and concurrently with the Closing. The Merger will become effective on the Closing (Date upon the filing of such certificate of merger with the Secretary of State of the State of Delaware or after such later time on the Closing with respect to Date as is agreed upon in writing by the Merger Certificate). At parties hereto and specified in the certificate of merger (such time on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation will possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.

Closing; Effective Time. The (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the Company, Parent and Purchaser, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 1290 Avenue Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, as soon as practicable following (but in any event on the same date as) the Offer Acceptance Time except if the conditions set forth in Section 7.1 shall not be satisfied or, to the extent permitted by applicable Legal Requirements, waived as of such date, in which case the AmericasClosing shall take place on the first business day on which all conditions set forth in Section 7.1 are satisfied or, New Yorkto the extent permitted by applicable Legal Requirements, New York on a waived, unless another date or place is agreed to be designated in writing by Parent and the Company (and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”), which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and . (b) Subject to the extent permitted by Lawprovisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties State of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing Delaware with respect to the Merger Certificate). At Merger, in such form as required by, and executed and acknowledged in accordance with, the Closing Daterelevant provisions of the DGCL, Merger Sub and the Company Parties shall each, in coordination with each other, deliver take all such further actions as may be required by applicable Legal Requirements to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to make the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)effective. The Merger shall become effective upon the issuance date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies RegistrarParties and specified in the certificate of merger (such date and time, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the Company, Parent and Purchaser, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at via the offices electronic exchange of Xxxxxxxx & Xxxxxxxx LLPdocuments by the Parties, 1290 Avenue as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the Americasfirst business day on which all conditions set forth in Section 7.1 are satisfied or, New Yorkto the extent permissible by applicable Legal Requirements, New York on a waived, unless another date or place is agreed to be designated in writing by Parent and the Company (and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement (including Section 1.2(c)), which as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be no later than filed a certificate of merger with the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, Secretary of State of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties State of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing Delaware with respect to the Merger Certificate). At Merger, in such form reasonably agreed upon between the Closing DateParties and as required by, Merger Sub and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Company Parties shall each, in coordination with each other, deliver take all such further actions as may be required by applicable Legal Requirements to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to make the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)effective. The Merger shall become effective upon the issuance date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies Registrar, at or after Parties and specified in the Closing, certificate of merger (such date and time the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as effective, the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at the offices of Xxxxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxx Xxxxxxxxx LLP, 1290 Avenue of the Americas43/F Gloucester Tower, New YorkThe Landmark, New York 15 Queen’s Road Central, Hong Kong on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), unless another date, time or waiver thereof place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At On the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance date when the Plan of Merger is registered by the Companies Registrar, at or after such other date and time agreed by Parent, Merger Sub and the Closing, Company and specified in the Plan of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law CICL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Hxxxxx, Fxx & Xxxxxxxx LLPNxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxxx Coie LLP, 1290 Avenue 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 at 9:00 a.m. (Pacific time), or at such other place, date and time as the parties hereto may agree in writing, as soon as practicable following the consummation of the AmericasOffer, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the party who is entitled to waive such conditions Company and to the extent permitted by LawPurchaser, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company and Parent shall each, in coordination with each other, deliver cause such certificate to be delivered to the Companies Registrar a notice (each, a “Merger Notice”) informing Secretary of State of the Companies Registrar that State of Delaware for filing immediately following the Offer Acceptance Time and make all conditions to the Merger other filings or recordings required under the Israeli Companies Law have been met and requesting that DGCL in connection with the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Merger. The Merger shall become effective on the Closing Date upon the issuance filing of such certificate of merger with the Secretary of State of the State of Delaware or such later time as is agreed upon in writing by the Companies Registrarparties hereto and specified in the certificate of merger (such time on the Closing Date, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Gornitzky & Xxxxxxxx LLPCo., 1290 Avenue of the Americas45 Rothschild Boulevard, New YorkTel-Aviv 0000000, New York on a date to be designated by Parent and the Company Israel, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Radiant and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the Table of Contents determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Radiant shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxxx Procter LLP, 1290 Avenue 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 as soon as practicable following (but in any event on the same day as) the Acceptance Time, except if any of the Americasapplicable conditions set forth in Article 7 shall not be satisfied or, New Yorkto the extent permissible by applicable Law, New York waived as of such date, in which case, on a date to be designated by Parent and the Company first (the “Closing Date”), which shall be no later than the third 1st) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the date on which all applicable conditions set forth in Sections 7.1 and 7.2 Article 7 are satisfied or, to the extent permissible by applicable Law, waived (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof by the party who is entitled to waive such conditions and “Closing Date”). The parties intend that the Closing shall be effected, to the extent permitted practicable, by Law, conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing (or after the Closing with respect Closing. Subject to the Merger Certificate). At provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that make any and all conditions to the Merger other filings or recordings required under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)DGCL. The Merger shall become effective upon the issuance date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies Registrarparties and specified in the Certificate of Merger (such date and time, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall ), the Equity Financing, the Debt Exchange and the DCPS/MBS Acquisition will take place substantially simultaneously (i) at 10:00 a.m. (local time) at the offices of Xxxxxxxx Ropes & Xxxxxxxx Gxxx LLP, 1290 Avenue of 40 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx as soon as practicable, but in any event within three (3) business days after the Americas, New York, New York day on a date which the last to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction fulfilled or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waived of the conditions set forth in Sections 7.1 and 7.2 Article VII (other than those conditions that by their nature are to be satisfied fulfilled at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction fulfillment or waiver of such conditions, ) are fulfilled or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger waived in accordance with Section 323(5this Agreement or (ii) of the Israeli Companies Law at such other place and time or on such other date as SurgiCare and IPS may agree in writing (the “Merger CertificateClosing Date”). The Subject to the provisions of Article VII, failure to consummate the Merger shall become effective upon provided for in this Agreement on the issuance by date and time and at the Companies Registrar, at or after place determined pursuant to this Section 1.02 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) At the Closing, IPS, SurgiCare and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed and filed with the Secretary of State of the Merger Certificate State of Delaware as provided in accordance with Section 323(5) 251 of the Israeli Companies Law DGCL and make all other filings or recordings required by applicable statute, law (including common law), legislation, interpretation, ordinance, rule or regulation, domestic or foreign (“Law”) in connection with the Merger. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at which such later time as is specified in the Certificate of Merger becomes effective is herein referred to as (the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place electronically on a remote basis, at the offices of Xxxxxxxx & Xxxxxxxx LLP9:00 a.m., 1290 Avenue of the AmericasIsrael Time, New York, New York on a date to be designated specified by Parent and the Company (the “Closing Date”)and Otonomo, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law, ) waiver of such conditions at the Closing), unless another time, date or place is agreed to in writing by the Company and Otonomo. The date on which the Closing occurs is referred to herein as the “Closing Date.” (or b) Subject to the terms and conditions of this Agreement, as soon as practicable after the Closing with respect to determination of the Merger Certificate). At date on which the Closing Dateis to take place in accordance with Section 1.2(a), each of Otonomo and Merger Sub shall (and the Company shall eachcause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Israeli Registrar of Companies”) a notice (each, a “Merger Notice”i) informing the Israeli Registrar of Companies Registrar that all conditions to the Merger under the Israeli Companies Law and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar of Companies) and requesting that (ii) setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies Registrar shall be requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) after a notice that the Closing has occurred is delivered to the Israeli Registrar of Companies, which the parties shall deliver promptly following the Closing on the Closing Date. The Merger shall become effective upon the issuance by the Israeli Registrar of Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties hereto that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall occur, both on the Closing Date.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxx & Xxxxxxxx LLPXxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.01 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article VI of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx Hxxxxx and Bxxxx, LLP, 1290 Avenue of the Americas30 Xxxxxxxxxxx Xxxxx, New York00xx Xxxxx, New York Xxx Xxxx, XX 00000, at 10:00 a.m. on a date to be designated specified by Parent and the Company (the “Closing Date”), Parties which shall will be no later than the third three Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Parent and Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing with respect to the Merger Certificate)Date”. At On the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to Parties will cause the Merger under the Israeli Companies Law have been met to be consummated by executing and requesting that the Companies Registrar issue filing a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Delaware Law (the “Merger CertificateCertificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law. The Merger shall will become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).

Closing; Effective Time. The consummation Unless this Agreement is terminated pursuant to ARTICLE VIII hereof, the closing of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York 10:00 a.m. Eastern Time on a date to be designated specified by Parent and the Company parties hereto (the “Closing Date”), which date shall be no later than the third Business Day second (2nd) business day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 ARTICLE VI and 7.2 ARTICLE VII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt Closing), unless another time or date is agreed to by the parties hereto. The Closing shall take place at the offices of the Certificate of Merger Ropes & Xxxx LLP located at or after the Closing)Prudential Tower, but subject to the satisfaction of such conditions000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or waiver thereof by at such other location as the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate)parties hereto shall mutually agree. At the Closing DateClosing, Merger Sub and the Company parties hereto shall each, in coordination file with each other, deliver to the Israeli Companies Registrar (the “Companies Registrar”) a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to of the Merger under the Israeli Companies Law have been met and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger Merger, in accordance with Section 323(5325(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx K&L Gates LLP, 1290 Avenue 00 X. Xxxxxxx Street, Suite 3100, Chicago, Illinois, 60602 at 10:00 a.m. (New York City time), or at such other place, date and time as the parties hereto may agree in writing, as promptly as practicable following the consummation of the AmericasOffer, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL will be duly executed by the party who is entitled Company and Parent, Purchaser and the Company will cause such certificate to waive such conditions and be delivered to the extent permitted by Law, at Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and concurrently with the Closing. The Merger will become effective on the Closing (Date upon the filing of such certificate of merger with the Secretary of State of the State of Delaware or after such later time on the Closing with respect to Date as is agreed upon in writing by the Merger Certificate). At parties hereto and specified in the certificate of merger (such time on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation will possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.