Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place in Menlo Park, California at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, as soon as possible, but in any event no later than two Business Days after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may agree. The date upon which the Closing occurs is herein referred to as the “Closing Date.” At the Closing, the Company and Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger).

Closing; Effective Time. Subject to the provisions of ----------------------- Article 97, the closing of the Merger (the “"Closing”") shall take place in Menlo Park, California New ------- York City at the offices of Xxxxx Xxxx Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, as soon as possible, practicable but in any no event no later than two Business Days 10:00 a.m. New York City time on the second business day after the date on which each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) 7 have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent Parent, Merger Sub and the Company may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “"Closing Date.” " At the Closing, ------------ Parent, Merger Sub and the Company and Merger Subsidiary shall file cause a certificate of merger (the "Certificate of Merger") to be executed and filed with the Delaware Secretary of State and make all other filings or recordings required by of ---------------------- the State of Delaware Law in connection accordance with the MergerDGCL. The Merger shall become effective at as of the date and time of such filing, or such other time within one business day of such filing as Merger Sub and the Company shall agree to be set forth in the Certificate of Merger (the “"Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger").. --------------

Closing; Effective Time. Subject Upon the terms and subject to the provisions ----------------------- conditions of Article 9this Agreement, the closing of the Merger (the “"Closing”") shall ------- take place in Menlo Park, California at 10:00 a.m. on a date (the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, as soon as possible, but in any event no later than two Business Days "Closing Date") that shall be the fifth ------------ business day after the date satisfaction or waiver (subject to applicable Law (as defined in Section 1.11 of this Agreement)) of each of the conditions set forth in Article 9 (Six of this Agreement, other than those conditions that by their nature are to be satisfied at the Closing, Closing (but subject to the satisfaction or, to the extent permissible, fulfillment or waiver of those conditions conditions), at the Closing) have been satisfied oroffices of Xxxxxx, to the extent permissibleXxxxxxxxxx & Xxxxxxxxx LLP, waived by the party or parties entitled to the benefit of such conditions000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, or at such other placetime, at such other time date or on such other date place as Parent and agreed to in writing by the Company may agreeparties to this Agreement. The date upon which the Closing occurs is herein referred to as the “Closing Date.” At In connection with the Closing, subject to the Company and conditions of this Agreement, the parties to this Agreement shall cause the Merger Subsidiary shall file to be consummated by filing a certificate of merger complying with the Delaware DGCL with the Secretary of State and make all other filings or recordings required by of the state of Delaware Law in connection with (the "Certificate of Merger") on the Closing Date. The Merger --------------------- shall become effective at such time (upon the “Effective Time”) as filing of the certificate Certificate of merger is duly filed Merger with the Delaware Secretary of State (or at such later time as may be is agreed by Targeted and Genovo and specified in the certificate Certificate of mergerMerger (the "Effective Time," and such date, the -------------- "Effective Date").. --------------

Closing; Effective Time. Subject to the provisions of Article 9VII, the closing of the Merger (the “"Closing”") shall take place in Menlo Park, California New York City at the offices of Xxxxx Xxxx Cravath, Swaine & Xxxxxxxx LLPMoore, 0000 Xx Xxxxxx Xxxx825 Eighth Avenue, Xxxxx XxxxNew York, Xxxxxxxxxx 00000New York, as soon as possiblexxxxtixxxxx, but in any event no later than two Business Days xxx xx xx xxxxx xxxxx xxxx xxx second business day after the date satisfaction or waiver of the conditions set forth in Article 9 VII (other than excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions), or at such other place, place or at such other time or on such other date as Parent Newco and the Company may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “"Closing Date.” ". At the Closing, the Company and parties hereto shall cause the Merger Subsidiary shall file to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Delaware Secretary of State of the State of Delaware, in such form as required by and executed in accordance with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being the "Effective Time") and shall make all other filings or recordings required by Delaware Law under the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger).

Closing; Effective Time. Subject to the provisions of Article 9, the The closing of the Merger (the “"Closing”") shall take place in Menlo Park, California at the offices of Morgxx, Xxxxx Xxxx & Xxxxxxxx Xockius LLP, 0000 Xx 32nd Xxxxx, Xxx Xxxxxx XxxxXxxxxx, Xxxxx XxxxXxxxxxxxxx, Xxxxxxxxxx 00000Xxxxxxxxxxxx xx a time and date to be specified by the parties, as soon as possible, but in any event which shall be no later than two Business Days the second business day after the date satisfaction or waiver of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditionsVII, or at such other place, at such other place and time or and/or on such other date as Parent and the Company may agree. The date upon which the Closing occurs is herein referred to as the “"Closing Date.” At " Simultaneously with, or as soon as practicable following, the Closing, the Company and Merger Subsidiary as the surviving corporation shall file a the Agreement of Merger together with an officers' certificate of merger each constituent corporation with the Delaware Secretary of State of the State of California as provided in Section 1103 of the CGCL and make all other filings or recordings required by Delaware Law in connection concurrently therewith shall file the Certificate of Merger with the MergerSecretary of State of the State of Delaware as provided in Section 252(c) of the DGCL. The Merger shall become effective at the later of such time (the “Effective Time”) as the certificate of merger is duly such documents are so filed with the Delaware Secretary of State (or at such later time as may be specified is set forth in the certificate Agreement of merger)Merger and the Certificate of Merger, if different, which time is hereinafter referred to as the "Effective Time."

Closing; Effective Time. Subject to the provisions of Article 97, the closing of the Merger (the “"Closing”") shall take place in Menlo Park, California New York City at the offices of Xxxxx Xxxx Paul, Weiss, Rifkind, Wharton & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000Garrison, as soon as possible, practicable but in any xx xo event no later than two Business Days 00:00 a.m. Xxx Xxrk City time on the first business day after the date on which each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) 7 have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent the Parent, Merger Sub and the Company may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “"Closing Date.” " At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall file cause a certificate of merger (the "Certificate of Merger") to be executed and filed with the Delaware Secretary of State and make all other filings or recordings required by of the State of Delaware Law in connection accordance with the MergerDGCL. The Merger shall become effective at as of the date and time of such filing, or such other time within twenty-four hours of such filing as Merger Sub and the Company shall agree to be set forth in the Certificate of Merger (the “"Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger").

Closing; Effective Time. Subject to the provisions of Article 9, the A closing of the Merger (the “Closing”) shall take place in Menlo Park, California be held at the offices of Xxxxx Xxxx Akin Gump Sxxxxxx Hxxxx & Xxxxxxxx Fxxx LLP, 0000 Xx Xxxxxx Xxxx1000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx Xxxx00000-0000, Xxxxxxxxxx 00000or such other place as the parties hereto may agree, as soon as possible, practicable but in any event no later than two Business Days after the third business day following the date the upon which all conditions set forth in Article 9 VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permissible, or waiver of those conditions at the Closingconditions) have been are satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditionswaived, or at such other place, at such other time or on such other date as Parent and the Company may agree. The date upon which the Closing occurs is herein referred to as agree (such date, the “Closing Date.” At ”). As promptly as possible on the ClosingClosing Date, the Company and Merger Subsidiary parties hereto shall file cause the filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) of a certificate of merger with (the Delaware Secretary “Certificate of State and make all other filings or recordings Merger”) in such form as is required by Delaware Law and executed in connection accordance with Section 251 of the MergerDGCL. The Merger shall become effective at such time (when the “Effective Time”) as the certificate Certificate of merger is duly Merger has been filed with the Delaware Secretary of State (or at such later time as may shall be agreed upon by Parent and Company and specified in the certificate Certificate of mergerMerger (the “Effective Time”).

Closing; Effective Time. Subject to the provisions of Article 9, the The closing of the S Merger (the “Closing”"CLOSING") shall take place in Menlo Park, California New York City at the offices of Xxxxx Xxxx Weil, Gotshal & Xxxxxxxx Xxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, as soon as possiblepracticable, but in any no event no later than two 10:00 a.m. New York City time on the later of (a) the fifth Business Days Day after the Effective Time of the P Merger and (b) the fifth Business Day after the date on which the conditions set forth in Article 9 7 (other than the conditions that by their nature set forth in Section 7.2.3, 7.2.6, 7.2.7, 7.3.3 and 7.3.6, which are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company Sellers' Representative may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “Closing Date"CLOSING DATE.” " At the Closing, the Company and Merger Subsidiary parties shall file a cause to be filed with the Secretary of State of the State of Delaware such certificate of merger or other appropriate documents (such certificate and other documents being hereinafter referred to as the "CERTIFICATE OF S MERGER") executed in accordance with the Delaware Secretary relevant provisions of State the DGCL and shall make all other filings filings, recordings or recordings publications required by Delaware Law the DGCL in connection with the S Merger. The S Merger shall become effective at such the time (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate Certificate of mergerS 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 9, the (a) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall will take place in Menlo Park, California at the offices of Xxxxx Txxxxxxx Hxxx llp, located at 300 Xxxxxxx Xxxxxx, Xxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000, as soon as possibleor electronically, but in any event at 9:00 a.m., Eastern Daylight Time, no later than two Business Days after the date last of the conditions to Closing set forth in Article 9 VI have been satisfied or waived (other than conditions that which, by their nature nature, are to be satisfied at on the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditionsClosing Date), or at such other place, at such other time or on such other date or at such other place as Parent Buyer and the Company Stockholder Representative may agreemutually agree upon in writing. The parties shall use their commercially reasonable efforts to cause all of such conditions to be satisfied on or before April 30, 2012. The date upon which of the Closing occurs is herein referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Company and Merger Subsidiary shall file Buyer will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Delaware Secretary of State and make all other filings or recordings required by of the State of Delaware Law as provided in connection with Section 251 of the MergerDGCL. The Merger shall will become effective (i) at the time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or (ii) at such later date or time as the Company and Buyer may agree and specify in the Certificate of Merger (the time specified in (i) or (ii), as applicable, being the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger).

Closing; Effective Time. Subject to the provisions of Article 9VII, the closing of the Merger (the “Closing”"CLOSING") shall take place in Menlo Park, California at the offices of Xxxxx Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, 0000 Xx Xxxxxx XxxxX Xxxxxx, Xxxxx XxxxXxxxxxxxxx, Xxxxxxxxxx 00000X.X. 00000- 5694, as soon as possibleat 10:00 a.m. Washington, but in any event no D.C., time on May 29, 1998, or on such later than two Business Days after the date thereafter on which each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) V have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent the Parent, the Merger Sub and the Company may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “Closing Date"CLOSING DATE.” " At the Closing, the Parent, the Merger Sub and the Company and Merger Subsidiary shall file a certificate cause the articles of merger (the "ARTICLES OF MERGER") attached hereto as Exhibit I to be executed and filed with the Delaware Secretary State Corporation Commission of State and make all other filings or recordings required by Delaware Law the Commonwealth of Virginia (the "COMMISSION") in connection accordance with the MergerVSCA. The Merger shall become effective at such as of the date and time (the “Effective Time”"EFFECTIVE TIME") as the a certificate of merger is duly filed issued by the Commission with respect to the Delaware Secretary of State (or at such Merger, unless a later date and time as may be is specified in the certificate Articles of merger)Merger pursuant to the VSCA.

Closing; Effective Time. Subject to the provisions of Article 9, the A closing of the Merger (the “"Closing”") shall take place in Menlo Park, California be held at the offices of Xxxxx Xxxx Wachtell, Lipton, Rosen & Xxxxxxxx LLPKatz, 0000 Xx Xxxxxx Xxxx51 West 52nd Street, Xxxxx XxxxNew York, Xxxxxxxxxx 00000N.Y. 10019, as soon as possibleor such other xxxxe ax xxe xxxxxxx xxxxxx xxx xxxxx, xx xxxx xx xxxxticable but in any event no later than two Business Days after the second business day following the date the upon which all conditions set forth in Article 9 VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permissible, or waiver of those conditions at the Closingconditions) have been are satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditionswaived, or at such other place, at such other time or on such other date as Parent MMC and Kroll may agree (such date, the Company may agree"Closing Date"). The date upon which As promptly as possible on the Closing occurs is herein referred to as the “Closing Date.” At the Closing, the Company and parties hereto shall cause the Merger Subsidiary shall file to be consummated by filing with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of merger with (the Delaware Secretary "Certificate of State and make all other filings or recordings Merger") in such form as is required by Delaware Law and executed in connection accordance with Section 251 of the MergerDGCL. The Merger shall become effective at such time (when the “Effective Time”) as the certificate Certificate of merger is duly Merger has been filed with the Delaware Secretary of State (or at such later time as may shall be agreed upon by MMC and Kroll and specified in the certificate Certificate of mergerMerger (the "Effective Time").

Closing; Effective Time. Subject to the provisions of Article 9, the A closing of the Merger (the “"Closing”") shall take place in Menlo Park, California be held at the offices of Xxxxx Xxxx Wachtell, Lipton, Rosen & Xxxxxxxx LLPKatz, 0000 Xx Xxxxxx Xxxx51 West 52nd Street, Xxxxx XxxxNew York, Xxxxxxxxxx 00000N.Y. 10019, as soon as possibleor such othex xxxce xx xhe xxxxxxx xxxxxx xxx xxxxx, xx xxxx xx xxxcticable but in any event no later than two Business Days after the second business day following the date the upon which all conditions set forth in Article 9 VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permissible, or waiver of those conditions at the Closingconditions) have been are satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditionswaived, or at such other place, at such other time or on such other date as Parent MMC and Kroll may agree (such date, the Company may agree"Closing Date"). The date upon which As promptly as possible on the Closing occurs is herein referred to as the “Closing Date.” At the Closing, the Company and parties hereto shall cause the Merger Subsidiary shall file to be consummated by filing with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of merger with (the Delaware Secretary "Certificate of State and make all other filings or recordings Merger") in such form as is required by Delaware Law and executed in connection accordance with Section 251 of the MergerDGCL. The Merger shall become effective at such time (when the “Effective Time”) as the certificate Certificate of merger is duly Merger has been filed with the Delaware Secretary of State (or at such later time as may shall be agreed upon by MMC and Kroll and specified in the certificate Certificate of mergerMerger (the "Effective Time").

Closing; Effective Time. Subject to the provisions of Article 9VII, the closing of the Merger (the “Closing”) shall will take place in Menlo Parkat 10:00 a.m., California at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000New York time, as soon as possiblepracticable, but in any no event no later than two the third Business Days Day after the date satisfaction or waiver of the conditions set forth in Article 9 VII (other than excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permissible, or waiver of those conditions conditions), at the Closing) have been satisfied oroffices of Debevoise & Xxxxxxxx LLP, to the extent permissible000 Xxxxx Xxxxxx, waived by the party or parties entitled to the benefit of such conditionsXxx Xxxx, or at such other place, at such other time or on such other date as Parent and the Company may agreeXxx Xxxx. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “Closing Date.” At ”. Prior to the Closing, Parent shall prepare in consultation with the Company Company, and on the Closing Date the parties shall cause the Merger Subsidiary shall file to be consummated by filing, a certificate of merger (the “Certificate of Merger”) with the Delaware Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being the “Effective Time”) and the parties hereto shall make all other filings or recordings required by Delaware Law under the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger).

Closing; Effective Time. Subject to the provisions of Article 9, the A closing of the Merger (the “Closing”) shall take place in Menlo Park, California be held at the offices of Xxxxx Xxxx Lxxxxx & Xxxxxxxx Wxxxxxx LLP, 0000 Xx Xxxxxx Xxxx600 Xxxx Xxxxx Xxxxxx, Xxxxx Xxxx0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or such other place as the parties hereto may agree, as soon as possible, practicable but in any event no later than two Business Days after the second business day following the date the upon which all conditions set forth in Article 9 VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permissible, or waiver of those conditions at the Closingconditions) have been are satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditionswaived, or at such other place, at such other time or on such other date as Parent and the Company may agree. The agree (such date upon which the Closing occurs is herein being referred to as as, the “Closing Date.” At ”). As promptly as possible on the ClosingClosing Date, the Company and parties hereto shall cause the First Merger Subsidiary shall file to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger with (the Delaware Secretary “Certificate of State and make all other filings or recordings Merger”) in such form as is required by Delaware Law and executed in connection accordance with Section 251 of the MergerDGCL. The First Merger shall become effective at such time (when the “Effective Time”) as the certificate Certificate of merger is duly Merger has been filed with the Delaware Secretary of State (or at such later 1 time as may shall be agreed upon by Parent and the Company and specified in the certificate Certificate of mergerMerger (the “Effective Time”).

Closing; Effective Time. Subject to the provisions of Article 97, the closing of the Merger (the “"Closing”") shall take place in Menlo Park, California New York City at the offices of Xxxxx Xxxx Paul, Weiss, Rifkind, Wharton & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000Garrison, as soon as possible, but practicable xxx in any no event no later than two Business Days xxxx 00:00 x.x. Xew York City time on the first business day after the date on which each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) 7 have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent the Parent, Merger Sub and the Company may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “"Closing Date.” " At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall file cause a certificate of merger (the "Certificate of Merger") to be executed and filed with the Delaware Secretary of State and make all other filings or recordings required by of the State of Delaware Law in connection accordance with the MergerDGCL. The Merger shall become effective at as of the date and time of such filing, or such other time within twenty-four hours of such filing as Merger Sub and the Company shall agree to be set forth in the Certificate of Merger (the “"Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger").

Closing; Effective Time. Subject to the provisions of Article 9VI, the closing of the Merger (the “"Closing”") shall take place in Menlo ParkNew York, California New York at the offices of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000Xxxxxxxx, as soon as possible, practicable but in any no event no later than two Business Days 10:00 a.m. New York City time on the tenth business day after the date on which each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have VI has been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, on a date fixed by Parent upon not less than two business days notice to the Company or at such other place, at such other time or on such other date as Parent Parent, Sub and the Company may mutually agree. The date upon on which the Closing occurs is herein hereinafter referred to as the “"Closing Date.” " At the Closing, Parent, Sub and the Company and Merger Subsidiary shall file cause a certificate of merger or, if applicable, a certificate of ownership and merger (the "Certificate of Merger") to be executed and immediately thereafter filed with the Delaware Secretary of State and make all other filings or recordings required by of the State of Delaware Law in connection accordance with the MergerDGCL. The Merger shall become effective at as of the date and time of such filing or as of such subsequent date or time as Parent and the Company shall agree and as shall be set forth in the Certificate of Merger (the “"Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger").

Closing; Effective Time. Subject to the provisions of Article 96, the closing of the Merger (the “"Closing”") shall take place in Menlo Park, California New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx XxxxWeiss, Xxxxxxxxxx 00000Rifkind, Xxxxxxx & Xxxxxxxx, as soon as possible, practicable but in any no event no later than two Business Days 10:00 a.m. New York City time on the second business day after the date on which each of the conditions set forth in Article 9 6 (other than conditions that are satisfied by their nature are to be satisfied at the Closing, but subject to delivery of documents or the satisfaction or, to the extent permissible, waiver payment of those conditions money at the Closing) have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as the Parent and the Company may mutually agree. Notwithstanding the foregoing, upon notice given to the Company by the Parent, the Parent may delay the Closing until a business day not later than January 8, 1999. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “"Closing Date.” " At the Closing, the Merger Sub and the Company and Merger Subsidiary shall file cause a certificate of merger (the "Certificate of Merger") to be executed and filed with the Delaware Secretary of State and make all other filings or recordings required by of the State of Delaware Law in connection accordance with the MergerDGCL. The Merger shall become effective at as of the date and time of such filing or as of such subsequent date or time as the Parent and the Company shall agree to and shall be set forth in the Certificate of Merger (the “"Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger").

Closing; Effective Time. Subject to the provisions of Article 9VIII, the closing of the Merger (the “"Closing”") shall take place in Menlo Park, California New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Dewex Xxxxxxxxxx 00000XXX, as soon as possible, practicable but in any no event no later than two Business Days 10:00 a.m. New York City time on the second business day after the earliest date on which each of the conditions set forth in Article 9 VIII (other than conditions that are satisfied by their nature are the delivery of documents or the payment of money at or prior to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditions, or at such other placedate, at such other time or on such other date and place as Parent and the Company may shall mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “"Closing Date.” " At the Closing, Merger Sub and the Company and Merger Subsidiary shall file (i) cause a certificate of merger to be executed and filed with the Delaware Secretary of State and make all other filings or recordings required by of the State of Delaware Law in connection accordance with the MergerDGCL, and (ii) cause articles of merger to be filed with the Secretary of State of the State of Washington in accordance with the WBCA (collectively, the "Merger Certificates"). The Merger shall become effective at as of the date and time of such filing or as of such subsequent date and time as Parent and the Company shall agree to and shall be set forth in the Merger Certificates (the “"Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger").

Closing; Effective Time. Subject to the provisions of Article 9, the The closing of the Merger transactions ------------------------- contemplated hereby (the “"Closing”") shall take place in Menlo Park, California at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, as soon as possible, but practicable and ------- in any event no not later than two Business Days three business days after the date satisfaction or waiver of each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, VI hereof or at such other placetime as the parties hereto agree (the "Closing Date"). The Closing shall take place ------------ at the offices of Ellenoff Grossman Schole & Cyruli, LLP, 370 Lexington Avenue, New York, New Yxxx, xx at such other time or on such other date location as Parent and the Company may parties hereto agree. The date upon which the Closing occurs is herein referred to as the “Closing Date.” At In connection with the Closing, the Company and parties hereto shall cause the Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall to become effective at such time as a properly executed copy of the Certificate of Merger, in substantially the form attached hereto as Exhibit A (the “Effective Time”) as the certificate "Certificate of merger --------- -------------- Merger"), together with any required officers' certificates, is duly filed with ------ the Delaware Secretary Secretaries of State (of the States of California and Delaware, in accordance with the relevant provisions of California Law and Delaware Law, respectively, or at such later time as upon which Parent and Company may be specified agree and set forth in the certificate Certificate of mergerMerger (the time the Merger becomes effective being referred to herein as the "Effective Time").. ---------------

Closing; Effective Time. Subject to the provisions of Article 9, the closing The consummation of the Merger transactions contemplated by this Agreement (the “Closing”"CLOSING") shall take place in Menlo Park, California at the offices of Xxxxx Xxxx Paul, Weiss, Rifkind, Wharton & Xxxxxxxx Garrison LLP, 0000 Xx Xxxxxx Xxxx1285 Avenue of the Americxx, Xxxxx XxxxNew York, Xxxxxxxxxx New York 00000-6060, as soon as possible, but in any event no later than two Business Days after the date xx xxter thxx xxxx (0) xxxxxxxx xxxx xxxxxxxxx xxx xxxxxxxxxxxx xx xxiver of the conditions set forth in Article 9 Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, or waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions) (the date on which the Closing occurs, the "CLOSING DATE"). Subject to the provisions of this Agreement, a certificate of merger satisfying the requirements of Section 904 of the NYBCL (the "CERTIFICATE OF MERGER") shall be duly executed by the Company and concurrently with or at such other place, at such other immediately following the Closing delivered to the Department of State of the State of New York. 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 New York or on such other date and time as Parent and the Company may agree. The date upon which mutually agree and include in the Closing occurs is herein referred to as the “Closing Date.” At the Closing, the Company and Certificate of Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger"EFFECTIVE TIME").

Closing; Effective Time. Subject to the provisions of Article 95, the closing of the Merger (the “Closing”) shall take place in Menlo Park, California at the offices of Lxxxxxx, Street and Deinard, 100 Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx XxxxXxxxx Xxxxxx, Xxxxx Xxxx0000, Xxxxxxxxxx Xxxxxxxxxxx, XX 00000, as soon as possiblepracticable, but in any no event no later than two Business Days 10 o’clock a.m. Minneapolis time on the first business day after the date on which each of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have 6 has been satisfied or, to the extent permissible, or waived by the party or parties entitled to the benefit of such conditionsconditions (the “Condition Date”), or at such other place, at such other time or on such other date as Parent Granite Falls and the Company may mutually agree. The date upon on which the Closing actually occurs is herein hereinafter referred to as the “Closing Date.” At the Closing, Granite Falls and the Company shall cause Articles of Merger for the Merger to be executed and Merger Subsidiary shall file a certificate of merger filed with the Delaware Secretary of State of the State of Delaware and make all other filings or recordings the Secretary of State of the State of Minnesota in the form required by Delaware Law and executed in connection accordance with the Mergerapplicable provisions of the DLLCA and the MBCA. The Merger shall become effective as of the date and time of such filings or at such other time after such filings as the parties hereto agree to in the Articles of Merger (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger).

Closing; Effective Time. Subject to the provisions fulfillment or waiver ------- --------- ---- of Article 9, the closing all of the Merger (the “Closing”) shall take place conditions contained in Menlo Park, California at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000Article VII, as soon as possible, but in any event no later than two is reasonably practicable on or after one (1) Business Days after Day following the date satisfaction or waiver of all the conditions set forth contained in Article 9 VII, a closing (other than conditions that by their nature are to the "Closing") ------- will be satisfied held at the ClosingBoston offices of Xxxxxxx Xxxx LLP, but subject to the satisfaction or000 Xxxxxxx Xxxxxx, to the extent permissibleXxxxxx, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party Xxxxxxxxxxxxx (or parties entitled to the benefit of such conditions, or at such other placeplace as the parties may agree). The date on which the Closing is actually held is referred to herein as the "Closing ------- Date." On the Closing Date, at such other time or on such other date as Parent Parent, Subcorp and the Company may agree. The date upon which shall cause the Closing occurs is herein referred ---- Merger to as the “Closing Date.” At the Closing, the Company and Merger Subsidiary shall file be consummated by filing a certificate of merger (the "Delaware -------- Certificate of Merger") with the Delaware Secretary of State of the State of Delaware, in ----------- -- ------ such form as is required by, and make all other filings or recordings required by Delaware Law executed in connection accordance with the Mergerrelevant provisions of, Delaware Law. The Merger shall become effective at such time (the “term "Effective Time”) as " means the certificate date and time --------- ---- of merger is duly filed the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware (or at such later time as may be agreed by each of the parties hereto and specified in the certificate Delaware Certificate of mergerMerger).