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 DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”), which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place at the offices of DLA Piper US Xxxxxx & Xxxxxxx LLP, 0000 Xxxx Xxxxxxxxx Xxxx000 Xxxxx Xxxxx, Xxxxx 000Menlo Park, Xxxxxxx, Xxxxxxx 00000California, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)local time) as soon as practicable (and, which shall be no later than the fifth business day in any event, within three (3) Business Days) after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6 and 7 (other than those the conditions that by their nature are to be satisfied at the Closingset forth in Sections 6.4 and 7.4, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a “Closing Date.” A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the consent of Parent. The date and Parent (the time as of which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US Xxxxxxx Xxxx & Xxxxxxxxx LLP, 0000 Xxxx Xxxxxxxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 9:00 a.m. on a date to be designated by Parent the Company (the “Closing Date”), which shall be no later than the fifth second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 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 waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, filed the parties hereto shall deliver to and file with the Secretary of State of the State of Delaware (such certificate of merger in accordance with the “Secretary of State”)DGCL. The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of StateState of the State of Delaware, or (b) at such later date and time as may be mutually agreed in writing by the Company and Parent and specified in the Certificate certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as merger (the “Effective Time”).”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place at the offices of DLA Piper US Xxxxxx Godward LLP, 0000 Xxxx Xxxxxxxxx Xxxx3175 Hanover Street, Xxxxx 000Palo Alto, XxxxxxxCalifornia, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6 and 7 (other than those the conditions that set forth in Sections 6.5(i), 6.5(k), 6.5(m), 6.5(n) and 7.4, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a “Closing Date.” A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing, and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the mutual consent of Parent. The date Parent and the Company prior to the Closing (the time as of which the Merger becomes effective is being referred to in this Agreement as the “Effective Time”).”

Closing; Effective Time. The consummation of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall take place at the offices of DLA Piper US Fenwick & West LLP, 0000 Xxxx Xxxxxxxxx Xxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxx 00000, XX 00000 at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a “Closing Date.” A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the consent of Parent. The date and Parent (the time as of which the Merger becomes effective is being referred to in this Agreement as the “Effective Time”).”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place by means of a virtual closing through electronic exchange of signatures at the offices of DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, at 10:00 8:00 a.m. (California Time) on a date to be jointly designated by Parent (and the “Closing Date”)Company, which shall be no later than the fifth business day third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 7 (other than those conditions that by their nature set forth in Sections 6.6 and 7.6, which are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other place, time or date as Parent and the Company may jointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing and, simultaneously concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be mutually agreed by Parent and the Company and specified in such certificate of merger (the Certificate of Merger with the consent of Parent. The date and time at which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000Xxxxxxxxxx, at 10:00 a.m. a.m., California time, on a date to be designated mutually agreed upon by Parent (and the “Closing Date”)Company, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). (The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”) Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (and otherwise satisfactory in form and substance to Parent and the “Certificate of Merger”) Company shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, filed shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware (the “Secretary of StateEffective Time”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US Dechert LLP, 4000 Xxxx Atlantic Tower, 0000 Xxxx Xxxxxxxxx XxxxXxxxxx, Xxxxx 000Xxxxxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, XX 00000 at 10:00 a.m. on a date to be designated by Parent the seventh day (or the “Closing Date”), which shall be no later than the fifth next business day if the seventh day is not a business day) after the satisfaction or waiver of the last latest to be satisfied or waived occur of the conditions set forth in Section 6 (other than Articles VI, VII and VIII, except for those conditions that by their nature which are to be satisfied only capable of being performed at the Closing, but subject . The date on which the Closing actually takes place is referred to in this Agreement as the satisfaction or waiver of such conditions). Subject to the provisions "Closing Date." For purposes of this AgreementAgreement (including with respect to any calculation of the Actual Net Working Capital), the Closing shall be deemed to have occurred 11:59 p.m. on the Closing Date. Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger satisfying conforming to the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) time the date certificate of merger is filed with and time of the filing of the Certificate of Merger with accepted by the Secretary of Statethe State of the State of Delaware (such time, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Xxxxxxxxxx 00000 at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 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 waiver of such conditions)) or at such time and date as the parties may designate. Subject The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date." Contemporaneously with or as promptly as practicable after the Closing, a properly executed agreement of merger (the "Agreement of Merger") conforming to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) CGCL shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”)California. The Merger shall become effective upon the later of: (a) the date and time as of the filing of time that the Certificate Agreement of Merger with is filed and accepted by the Secretary of State, or State of the State of California (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “"Effective Time").”

Closing; Effective Time. The Subject to Section 1.11(c), the consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place by means of a virtual closing through electronic exchange of signatures at 8:00 a.m. (New York time) on the offices of DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent third (the “Closing Date”), which shall be no later than the fifth business day 3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 7 (other than those conditions that by their nature which are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other place, time or date as Parent and the Company may jointly designate. The date on US-LEGAL-11446530/6 174293-0017 3089529.v7 which the Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing and, simultaneously concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the consent of Parent. The date and Parent (the time at which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US LLPParent, 0000 Xxxx Xxxxxxxxx 4000 Xxxxxxxx Xxxx, Xxxxx 000Xxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000, at 10:00 a.m. Pacific time on a date to be designated by Parent (the “Closing Date”), which shall be no later than the fifth business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parentthe parties. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”” The parties agree to use commercially reasonable efforts to consummate the Merger on or prior to December 31, 2010.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place at the offices of DLA Piper US Xxxxxx Godward LLP, 0000 Xxxx Xxxxxxxxx Xxxx3175 Hanover Street, Xxxxx 000Palo Alto, XxxxxxxCalifornia, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6 and 7 (other than those the conditions that set forth in Sections 6.6 and 7.4, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a “Closing Date.” A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing, and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the consent of Parent. The date and Parent (the time as of which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US LLPLLP at 000 X. XxXxxxx Street, 0000 Xxxx Xxxxxxxxx XxxxSuite 1900, Xxxxx 000Chicago, Xxxxxxx, Xxxxxxx 00000Illinois 60601, at 10:00 a.m. local time on a date to be designated by Parent (the “"Closing Date”"), which shall be no later than the fifth business day (5th) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, filed delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “"Effective Time").”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement agreement (the “"Closing”") shall take place at the offices of DLA Piper US Xxxxxx LLP, 0000 Xxxx Xxxxxxxxx Xxxx000 Xxxxxxxxxxx Xxxxxxxx, Xxxxx 000, XxxxxxxXxxxxxxxxx, Xxxxxxx 00000Xxxxxxxx, at 10:00 a.m. a.m., Colorado time, on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 5 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). The date on which the Closing actually takes place is referred to as the "Closing Date." Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “"Effective Time").”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place at the offices of DLA Piper US LLPCxxxxx Godward llp, 0000 3000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000Xxxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6 and 7 (other than those the conditions that set forth in 1. Sections 6.6 and 7.4, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a “Closing Date.” A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing, and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the consent of Parent. The date and Parent (the time as of which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US Exxxxxxxx & Kxxxxx LLP, 0000 Xxxx Xxxxxxxxx 10 X. 00xx Xx., 00xx Xxxxx, Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 a.m. on a date to be designated agreed upon in writing by Parent SyntheMed and Pathfinder (the “Closing Date”), which shall be no later than the fifth business day third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 5 and 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL MLLCA and MBCA (the “Certificate of Merger”) shall be duly executed by the Company Pathfinder and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State the Commonwealth of the State of Delaware Massachusetts (the “Secretary of StateCommonwealth”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, Commonwealth or (b) such later date and time as may be specified in the Certificate of Merger with the consent Consent of Parentthe Parties. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US LLPLLP at 200 X. XxXxxxx Street, 0000 Xxxx Xxxxxxxxx XxxxSuite 1900, Xxxxx 000Chicago, Xxxxxxx, Xxxxxxx 00000Illinois 60601, at 10:00 a.m. local time on a date to be designated by Parent (the “Closing Date”), which shall be no later than the fifth business day (5th) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, filed delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Secretary of StateEffective Time”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place at the offices of DLA Piper US Cooley Godward LLP, 0000 Xxxx Xxxxxxxxx Xxxx3175 Hanover Street, Xxxxx 000Palo Alto, XxxxxxxCalifornia, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6 and 7 (other than those the conditions that set forth in Section 6.5(c) and Section 7.4 which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a “Closing Date.” A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing, and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the mutual consent of Parent. The date Parent and the Company prior to the Closing (the time as of which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US Cooley Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000Xxxxxxxxxx, at 10:00 a.m. a.m., California time, on a date to be designated mutually agreed upon by Parent (and the “Closing Date”)Company, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). (The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”) Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (and otherwise satisfactory in form and substance to Parent and the “Certificate of Merger”) Company shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, filed shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware (the “Secretary of StateEffective Time”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the Warrington offices of DLA Piper US Fox Rothschild LLP, 0000 Xxxx Xxxxxxxxx with an address of 2000 Xxxxx Xxxx, Xxxxx 000Suite 300, XxxxxxxWarrington, Xxxxxxx 00000PA 18976-3624, at 10:00 a.m. on a date to be designated agreed upon in writing by Parent Beacon and Optos (the “Closing Date”), which shall be no later than the fifth business day third (3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Articles V and VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate Certificate of merger Merger satisfying the applicable requirements of the DGCL Act (the “Certificate of Merger”) shall be duly executed by the Company Optos and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, State or (b) such later date and time as may be specified in the Certificate of Merger with the consent Consent of Parentthe Parties. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US Cooley Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Xxxxxxxxxx 00000 at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 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 waiver of such conditions)) or at such time and date as the parties may designate. Subject The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date." Contemporaneously with or as promptly as practicable after the Closing, a properly executed agreement of merger (the "Agreement of Merger") conforming to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) CGCL shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”)California. The Merger shall become effective upon the later of: (a) the date and time as of the filing of time that the Certificate Agreement of Merger with is filed and accepted by the Secretary of State, or State of the State of California (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US Cooley Godward Kronish LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000Xxxxxxxxxx, at 10:00 a.m. a.m., California time, on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions, and other than the conditions set forth in Section 7.15, which shall need to be satisfied or waived only one business day prior to the Closing). (The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”) Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (and otherwise satisfactory in form and substance to Parent and the “Certificate of Merger”) Company shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, filed shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware (the “Secretary of StateEffective Time”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US Xxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Xxxxxxxxxx 00000 at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)as soon as practicable, which shall be but no later than the fifth five (5) business day after the days following satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger, substantially in the form attached hereto as Exhibit D and conforming to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by filed with the Company and, simultaneously with or as soon as practicable following Secretary of State of the Closing, State of Delaware. The Merger shall become effective at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) at such later date and or time as Parent and the Company may be specified mutually agree and include in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as (the “Effective Time”).”

Closing; Effective Time. The consummation of the transactions contemplated Transactions Contemplated by this Agreement (the “Closing”) shall take place at the offices of DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000remotely via electronic exchange or closing deliveries, at 10:00 a.m. 9:00 a.m., New York City time, on a date to be mutually designated by the Company and Parent (the “Closing Date”), which shall be (i) no later than the fifth business day third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 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 waiver of such conditions)) and (ii) no earlier than May 28, 2020. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the Closing, delivered to and filed with the Secretary of State of the State of Delaware (in accordance with the “Secretary of State”)DGCL. The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of StateState of the State of Delaware, or (b) at such later date and time as may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as (the “Effective Time”).”

Closing; Effective Time. The Subject to Section 1.11(c), the consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place by means of a virtual closing through electronic exchange of signatures at 8:00 a.m. (New York time) on the offices of DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent third (the “Closing Date”), which shall be no later than the fifth business day 3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 7 (other than those conditions that by their nature which are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other place, time or date as Parent and the Company may jointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing and, simultaneously concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the consent of Parent. The date and Parent (the time at which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US LLPParent, 0000 100 Xxxx Xxxxxxxxx 00xx Xxxxxx, Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 a.m. Eastern time on a date to be designated by Parent (the “Closing Date”), which shall be no later than the fifth business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parentthe parties. The date and time the Merger becomes effective is referred to in this Agreement 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 DLA Piper US LLPXxxx Xxxx Xxxx & Freidenrich, 0000 Xxxx Xxxxxxxxx Xxxx000 Xxxxxxxx Xxxxxx, Xxxxx 000Suite 800, XxxxxxxSan Francisco, Xxxxxxx 00000California, at 10:00 a.m. a.m., on a date to be designated agreed by Parent and Company (the “"Closing Date”"), which shall be no later than the fifth third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “"Certificate of Merger”") shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware (the “"Secretary of State”"). The Merger shall become effective upon the later latest of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State, or (b) such later date and time as may be specified in the Certificate of Merger with the consent of Parent. The date Parent and time Company (the Merger becomes effective is referred to in this Agreement 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 DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000Company’s offices, at 10:00 9:00 a.m. Pacific Standard Time on a date to be designated by Parent the parties (the “Closing Date”), which shall be no later than the fifth third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 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 waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and substantially in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the ClosingClosing on the Closing Date, delivered to and filed with the Secretary of State of the State of Delaware (in accordance with the “Secretary of State”)DGCL. The Merger shall become effective upon the later of: (a) the date and time of the filing of the such Certificate of Merger with the Secretary of StateState of the State of Delaware, or (b) at such later date and time as may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger with the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as (the “Effective Time”).”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “"Closing”") shall take place at the offices of DLA Piper US Cooley Godward LLP, 0000 Xxxx Xxxxxxxxx Xxxx3175 Hanovex Xxxxet, Xxxxx 000Palo Alto, XxxxxxxCalifornia, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”)Parent, which shall be no later than the fifth second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6 and 7 (other than those the conditions that set forth in Section 6.5(c) and Section 7.4 which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject The date on which the Closing actually takes place is referred to as the provisions of this Agreement, a "Closing Date." A certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company in connection with the Closing, and, simultaneously concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”)Delaware. The Merger shall become effective upon at the later of: (a) the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State, State of the State of Delaware or (b) at such later date and time as may be specified in the Certificate such certificate of Merger merger with the mutual consent of Parent. The date Parent and the Company prior to the Closing (the time as of which the Merger becomes effective is being referred to in this Agreement 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 DLA Piper US LLP, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000Company's offices, at 10:00 a.m. 9:00 a.m., local time in Boston Massachusetts, on a date to be designated by Parent the parties (the “"Closing Date”"), which shall be no later than the fifth business day third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 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 waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and substantially in the form attached hereto as Exhibit C (the “"Certificate of Merger”") shall be duly executed by the Company and, simultaneously concurrently with or as soon as practicable following the ClosingClosing on the Closing Date, delivered to and filed with the Secretary of State of the State of Delaware (in accordance with the “Secretary of State”)DGCL. The Merger shall become effective upon the later of: (a) the date and time of the filing of the such Certificate of Merger with the Secretary of StateState of the State of Delaware, or (b) at such later date and time as may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger with (the consent of Parent. The date and time the Merger becomes effective is referred to in this Agreement as the “"Effective Time").”