Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the “Closing Date”), which shall be no later than the second business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub and the Company shall cause the Merger to be consummated by: (a) causing Articles of Merger (“Articles of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on the Closing Date; and (b) making all other filings and recordings required under the MBCA. The Merger shall become effective upon the date and time of the filing of such Articles of Merger, or at such later time as may be mutually agreed in writing by the Company and Parent and specified in such Articles of Merger (the “Effective Time”).

Closing; Effective Time. The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx Cooley Godward Kronish LLP, 0000 Xxxxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by the parties (the “Closing Date”), which shall be no later than the second fifth business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) 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 terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those such conditions), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition (i) a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Merger Sub and concurrently with or as soon as practicable following the Company shall cause the Merger to be consummated by: (a) causing Articles of Merger (“Articles of Merger”) to be Closing delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Delaware for filing and (ii) articles of merger satisfying the applicable requirements of the MBCA shall be duly executed by Merger Sub and the Company and concurrently with or as soon as practicable following the Closing Date; and (b) making all other filings and recordings required under delivered to the MBCASecretary of State of the State of Minnesota for filing. The Merger shall become effective upon the date and time later of the filing of such Articles certificate of Mergermerger with the Secretary of State of the State of Delaware and the filing of such articles of merger with the Secretary of State of the State of Minnesota, or at such other later time as may be mutually agreed set forth in writing by the Company and Parent and specified in such Articles both of Merger them (the “Effective Time”).

Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx Paul, Hastings, Xxxxxxxx & XxXxxxx Xxxxxx LLP, 0000 000 X. Xxxxxx Xx., 00xx Xxx., Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx00000, at 10:00 a.m. on a date to be agreed upon in writing by TPT and Raptor (the “Closing Date”), which shall be no later than the second business day third Business Day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Sections 5 and 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those such conditions), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub and a certificate of merger satisfying the Company shall cause applicable requirements of the Merger to be consummated by: DGCL (a) causing Articles of Merger (the “Articles Certificate of Merger”) to shall be delivered for filing in accordance duly executed by Raptor and, simultaneously with Section 35-1-816 of or as soon as practicable following the MBCA to Closing, filed with the Secretary of State of the State of Montana on Delaware (the Closing Date; and (b) making all other filings and recordings required under the MBCA“Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of such Articles the Certificate of MergerMerger with the Secretary of State, or at (b) such later date and time as may be mutually agreed in writing by the Company and Parent and specified in such Articles the Certificate of Merger (with the Consent of the Parties. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. The consummation closing of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxx Milbank, Tweed, Xxxxxx & XxXxxxx XxXxxx LLP, 0000 Xxxxxxxxxx 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxx Xxxx, XxxxxxxxxxXxx Xxxx 00000, or at such other place as agreed to by the Parties, 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 second business day third Business Day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Article VII (other than those conditions that by their terms are to nature cannot be satisfied at prior to the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions), conditions at the Closing) or at such other place, time and date as shall may be mutually agreed in writing by Parent and the partiesCompany. Subject to the provisions of this Agreement, Parent, Acquisition Sub and articles of merger satisfying the Company shall cause applicable requirements of the Merger to be consummated by: MIBCA (a) causing Articles of Merger (“the "Articles of Merger”") to shall be delivered for filing in accordance duly executed by the Company and, as soon as practicable following the Closing, filed with Section 35-1-816 the office of the MBCA to Registrar or Deputy Registrar of Corporations in the Secretary of State Republic of the State of Montana on Xxxxxxxx Islands (collectively, the Closing Date; and (b) making all other filings and recordings required under the MBCA"Registrar"). The Merger shall become effective upon the later of (a) the date and time of the filing of such the Articles of Merger, Merger or at (b) such later date and time as may be mutually agreed in writing by the Company and Parent and specified in such the Articles of Merger (as agreed to by the “Parties. The date and time the Merger becomes effective is referred to in this Agreement as the "Effective Time”)."

Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx LLPas soon as practicable, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the “Closing Date”), which shall be but no later than the second business day two (2) Business Days, after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Article VI to be satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionssuch conditions as of the Closing), or at such other placetime as the parties hereto agree (the actual date on which the Closing takes place being the “Closing Date”). The Closing shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., time and date as shall be 00000 Xx Xxxxxx Xxxx, Xxx Xxxxx, XX 00000 (or, if agreed in writing by the parties, electronically through the exchange of documents), or at such other location as the parties hereto agree. Subject to In connection with the provisions of this AgreementClosing, Parent, Acquisition Sub Parent and the Company shall cause the Merger to be consummated by: (a) causing Articles made effective by filing a Certificate of Merger in the form attached hereto as Exhibit A (the “Articles Certificate of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Delaware in accordance with the Closing Date; and relevant provisions of Delaware Law (b) making all other filings and recordings required under the MBCA. The Merger shall become effective upon the date and time of the such filing of such Articles of Merger, (or at such later time as may be mutually agreed in writing by the Company and Parent and specified in such Articles the Certificate of Merger (Merger) being the “Effective Time”)).

Closing; Effective Time. The consummation closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx Xxxxxxx Xxxxxxx Xxxxxx LLP, 0000 Xxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxx Xxxx, Xxxxxxxxxx, Xxx Xxxx 00000 at 10:00 a.m. local time on a date to be designated by the Parties (the “Closing Date”), which shall be but no later than the second business day fifth Business Day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Articles 5 and 6 (other than those conditions that by their terms are to nature cannot be satisfied at prior to the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionsconditions at the Closing), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub and as soon as reasonably practicable on the Company Closing Date the Parties shall cause the Merger to be consummated by: (a) causing Articles file a certificate of Merger (“Articles of Merger”) to be delivered for filing in accordance merger with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Delaware pursuant to the Closing Date; applicable provisions of the DGCL (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, and (b) making shall make all other filings and or recordings required under the MBCADGCL in order to effect the Merger, in each case in forms approved by Parent and Company, which approvals shall not be unreasonably withheld. The Merger shall become effective upon the date and time filing of the filing Certificate of such Articles of Merger, Merger or at such later time as may be mutually is agreed in writing by the Company and Parent Parties hereto and specified in such Articles the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx Exxxxxxxx & XxXxxxx Kxxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx10 X. 00xx Xx., Xxxxx 00000xx Xxxxx, Xxxx Xxxx Xxx Xxxx, XxxxxxxxxxXxx Xxxx 00000, at 10:00 a.m. on a date to be agreed upon in writing by SyntheMed and Pathfinder (the “Closing Date”), which shall be no later than the second business day third Business Day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Sections 5 and 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those such conditions), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub a certificate of merger satisfying the applicable requirements of the MLLCA and MBCA (the Company shall cause the Merger to be consummated by: (a) causing Articles of Merger (“Articles Certificate of Merger”) to shall be delivered for filing in accordance duly executed by Pathfinder and, simultaneously with Section 35-1-816 of or as soon as practicable following the MBCA to Closing, filed with the Secretary of State the Commonwealth of Massachusetts (the State “Secretary of Montana on the Closing Date; and (b) making all other filings and recordings required under the MBCACommonwealth”). The Merger shall become effective upon the later of: (a) the date and time of the filing of such Articles the Certificate of Merger, Merger with the Secretary of Commonwealth or at (b) such later date and time as may be mutually agreed in writing by the Company and Parent and specified in such Articles the Certificate of Merger (with the Consent of the Parties. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. (a) The consummation closing of the Merger (the “Closing”) shall take place at the offices of Xxxxx Xxxxxxx Xxxxxxx & XxXxxxx Xxxxxxxx LLP, 0000 Xxxxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the “Closing Date”)as soon as reasonably practicable, which shall be but in no event later than the second business day two (2) Business Days after the satisfaction or (or, to the extent permitted by applicable Legal Requirements) Applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Section 7 Article 5 (Conditions to Closing) (other than those such conditions that as may, by their terms are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionsClosing Date), or at such other place, time and place or on such other date as shall be agreed the parties may mutually agree in writing by writing. The day on which the parties. Subject Closing takes place is referred to as the provisions of this Agreement, Parent, Acquisition Sub and the Company shall cause the Merger to be consummated by: “Closing Date.” (ab) causing Articles of Merger (“Articles of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana As soon as practicable on the Closing Date; , the parties shall cause a plan of merger substantially in the form attached hereto as Exhibit A (the “Plan of Merger”), signed by a duly authorized director of each of the Company and (b) making all other filings Merger Sub, and recordings each certificate, declaration and undertaking required under Section 233 of the MBCACICL to be filed with the Cayman Islands Registrar of Companies. The Merger shall become effective upon the filing of the Plan of Merger with the Cayman Islands Registrar of Companies or at such other time as the parties shall agree and as shall be specified in the Plan of Merger. The date and time of when the filing of such Articles of Merger, or at such later time Merger shall become effective is herein referred to as may be mutually agreed in writing by the Company and Parent and specified in such Articles of Merger (the “Effective Time.”).

Closing; Effective Time. The consummation (a) Subject to the provisions of ARTICLE VII, the closing of the Merger (the “Closing”) shall take place at the offices of Weil, Gotshal & Mxxxxx, 700 Xxxxx & XxXxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxx Xxxx, Xxxxxxxxxx, Xxx Xxxx at 10:00 a.m. local time, on a date (the “Closing Date”), which shall be no later than the second business day (2nd) Business Day after the satisfaction or waiver (to the extent permitted by applicable Legal Requirementslaw) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 ARTICLE VII (other than those excluding conditions that by their terms are to cannot be satisfied at until the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions), unless another time, date or at such other place, time and date as shall be place is agreed to in writing by the partiesparties hereto. Subject The date on which the Closing actually occurs is hereinafter referred to as the provisions of this Agreement“Closing Date.” (b) At the Closing, Parent, Acquisition Sub and the Company parties hereto shall cause the Merger to be consummated by: articles of merger (a) causing Articles of Merger (the “Articles of Merger”) with respect to the Merger to be delivered for filing in accordance filed with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Nevada (the Closing Date; “Nevada Secretary of State”), in such form as is required by, and (b) making all other filings and recordings required under executed in accordance with, the MBCArelevant provisions of the NRS. The Merger shall become effective upon the filing of the Articles of Merger or on such later date and time of as Parent and the filing of such Articles of Merger, or at such later time as may be mutually agreed Company shall agree in writing by the Company and Parent and that, in each case, shall be specified in such the Articles of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the Warrington offices of Xxxxx & XxXxxxx Fox Rothschild LLP, 0000 Xxxxxxxxxx Xxxxxx, with an address of 2000 Xxxxx 000, Xxxx Xxxx Xxxx, XxxxxxxxxxSuite 300, Warrington, PA 18976-3624, at 10:00 a.m. on a date to be agreed upon in writing by Beacon and Focus (the “Closing Date”), which shall be no later than the second business day third (3rd) Business Day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Articles V and VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those such conditions), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub and articles of merger satisfying the Company shall cause applicable requirements of the Merger to be consummated by: Act (a) causing Articles of Merger (the “Articles of Merger”) to shall be delivered for filing in accordance duly executed by Focus and Merger Sub and, simultaneously with Section 35-1-816 of or as soon as practicable following the MBCA to Closing, filed with the Secretary of State of the State of Montana on Nevada (the Closing Date; and (b) making all other filings and recordings required under the MBCA“Secretary of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of such the Articles of Merger, Merger with the Secretary of State or at (b) such later date and time as may be mutually agreed in writing by the Company and Parent and specified in such the Articles of Merger (with the Consent of the 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 Merger (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the “Closing Date”), which shall be no later than the second business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parentthe closing of the Merger (the "Closing") shall occur on a date that is mutually agreed upon by the parties, Acquisition Sub which date, subject to Article VIII hereof, shall be no later than thirty (30) Business Days following the date: (a) on which the Buyer has notified the Company in writing that it has obtained funds for the consummation of the transactions contemplated hereby and (b) on which all the conditions set forth in Article VII hereof (except those which by their terms can only be satisfied at the Closing) have been satisfied or waived (the "Closing Date"). The Closing shall take place at the offices of Xxxxxxx and Xxxxxx LLP, located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, at a time to be mutually agreed upon by the parties. Prior to the Closing Date, the Buyer, NewCo and the Company shall cause articles of merger with respect to the Merger (the "Articles of Merger") to be consummated by: drafted and executed in accordance with the applicable provisions of the IBCL. The Merger shall become effective (athe "Effective Time") causing upon the filing of the Articles of Merger (“Articles of Merger”) to be delivered for filing in accordance on the Closing Date with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Indiana in accordance with the Closing Date; and (b) making all other filings and recordings required under the MBCA. The Merger shall become effective upon the date and time applicable provisions of the filing of such Articles of MergerIBCL, or at such later time thereafter as the Buyer and the Company may be mutually agreed agree upon in writing by and provide for in the Company and Parent and specified in such Articles of Merger (the “Effective Time”)Merger.

Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx LLPAs promptly as practicable, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the “Closing Date”), which shall be but in no event later than the second business day third Business Day, after the satisfaction or written waiver (to the extent permitted by applicable Legal Requirementswhere permissible) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by applicable Legal Requirementswhere permissible) waiver of those conditionsconditions at the Closing), or at such other place, time and unless another date as shall be is agreed to in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub Parent and the Company Company, the parties hereto shall cause the Merger to be consummated by: effected by filing a certificate of merger (a) causing Articles of Merger (the “Articles Certificate of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Delaware, in such form as is required by, and executed in accordance with, the Closing Date; and relevant provisions of the DGCL (b) making all other filings and recordings required under the MBCA. The Merger shall become effective upon the date and time of the such filing of such Articles the Certificate of Merger, Merger (or at such later time as may be mutually agreed in writing by each of the Company and Parent parties hereto and specified in such Articles the Certificate of Merger (Merger) being the “Effective Time”); provided, however, that if all the conditions set forth in Article VIII shall no longer be satisfied or waived (where permissible) on such third Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall again have been satisfied or waived (where permissible) unless another time is agreed to in writing by Parent and the Company. Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) shall be held at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.01, and subject to the satisfaction or waiver of the conditions set forth in Articles VI, VII and VIII, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx Xxxxxx & XxXxxxx Xxxxxxx LLP, 0000 00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx Xxxxxx00000, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date as promptly as practicable (the “Closing Date”), which shall be but in no event later than the second business day after Business Day following the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (Articles VI, VII and VIII, other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those each of such conditions), or at such other placetime, time date and date place as shall be agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, all Parties shall cause the Merger to be consummated by: (a) causing Articles of Merger (“Articles of Merger”) to be delivered for by executing and filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Delaware a certificate of merger in substantially the Closing Date; and form attached hereto as Exhibit D (b) making all other filings and recordings required under the MBCA“Certificate of Merger”). The Merger shall become effective upon at the date and time of the filing of such Articles Certificate of Merger, Merger with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed in writing by the Company and Parent and specified in such Articles Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”); provided that the Effective Time shall be after the effective time of the amendment to Parent’s certificate of incorporation effecting the Parent Reverse Stock Split contemplated by Section 1.04(b).

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated pursuant to Section 10.1, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxx Xxxxxx & XxXxxxx Xxxxxxx LLP, 0000 Xxxxxxxxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx XxxxXX, Xxxxxxxxxx, XX 00000, at 10:00 a.m. (Eastern time) (a) on a the date which is two (the “Closing Date”), which shall be no later than the second business day 2) Business Days after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the date on which all conditions set forth in Section 7 9.1 shall have been satisfied or, if permissible, waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions), such conditions at the Closing) or at (b) such other place, time and place as Buyer and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as shall be agreed in writing by the parties. “Closing Date.” Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX, and provided this AgreementAgreement has not theretofore been terminated pursuant to its terms, ParentBuyer, Acquisition Merger Sub and the Company shall cause the Certificate of Merger to be consummated by: (a) causing Articles of Merger (“Articles of Merger”) to be delivered for filing in accordance executed, acknowledged and filed with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on Delaware in accordance with the Closing Date; and (b) making all other filings and recordings required under relevant sections of the MBCAAct. The Merger shall become effective upon at the date and time when the Certificate of Merger has been duly filed with the Secretary of State of the filing State of such Articles of Merger, Delaware or at such later time as may be mutually agreed by Buyer and the Company in writing by the Company and Parent and specified in such Articles the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. The consummation closing of the LTD LTX-Credence Merger or the Holdco LTX-Credence Merger, as applicable (the “Closing”) ), shall take place at the offices of Xxxxx Wxxxxx Xxxxxxx Xxxxxxxx & XxXxxxx LLPRxxxxx, 0000 Xxxxxxxxxx XxxxxxProfessional Corporation, Xxxxx 000, located at 600 Xxxx Xxxx Xxxx, XxxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 a.m. on a time and date (the “Closing Date”)agreed upon by Verigy and LTX-Credence, which shall be no later than the second business day after the satisfaction or waiver (to the extent permitted by applicable Legal Requirementshereunder) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to of such conditions at the extent permitted by applicable Legal Requirements) waiver of those conditionsClosing), or at such other placetime, time date and location as agreed upon by Verigy and LTX-Credence in writing. The date on which the Closing occurs is referred to herein as shall be agreed in writing by the parties. “Closing Date.” Subject to the provisions of this Agreement, Parent, Acquisition Sub and the Company parties hereto shall cause the LTD LTX-Credence Merger or the Holdco LTX-Credence Merger, as applicable, to be consummated by: (a) causing by filing Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts in accordance with the relevant provisions of the MBCA (the “Articles of Merger”) to be delivered for (the time of such filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State Commonwealth of Montana on the Closing Date; and Massachusetts (b) making all other filings and recordings required under the MBCA. The Merger shall become effective upon the date and time of the filing of such Articles of Merger, or at such later time as may be mutually agreed in writing by the Company LTX-Credence and Parent Verigy and specified in such the Articles of Merger (Merger) being the “Effective Time”)) as soon as practicable on or after the Closing Date.

Closing; Effective Time. (a) The consummation closing of the Merger (the “Closing”) shall take place at as soon as practicable following the offices of Xxxxx & XxXxxxx LLPOffer Closing, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (to be specified by the “Closing Date”)parties, which shall be no later than the second third business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived all of the conditions set forth in Section 7 Article VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionssuch conditions at the Closing), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or at such other place, time and date as shall be place is agreed to in writing by the partiesparties hereto. Subject The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) Upon the terms and subject to the provisions conditions of this Agreement, Parentas soon as practicable on the Closing Date, Acquisition Sub and the Company parties shall cause the Merger to be consummated by: by filing a certificate of merger (a) causing Articles of Merger (the “Articles Certificate of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on the Closing Date; Delaware and (b) by making all other filings and or recordings required under the MBCADGCL. The Merger shall become effective upon at such time as the date and time Certificate of Merger is duly filed with the Secretary of State of the filing State of such Articles of MergerDelaware, or at such later subsequent date or time as may be mutually agreed in writing by Parent and the Company shall agree and Parent and specified specify in such Articles the Certificate of Merger. The time at which the Merger (becomes effective is referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) The consummation closing of the Merger (the “"Closing”") shall take place at the offices of Xxxxx & XxXxxxx LLP10:00 a.m., 0000 Xxxxxxxxxx XxxxxxNew York City time, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (to be specified by the “Closing Date”)parties, which shall be no later than the second third business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived all of the conditions set forth in Section 7 Article VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionssuch conditions at the Closing), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or at such other place, time and date as shall be place is agreed to in writing by the partiesparties hereto. Subject The date on which the Closing occurs is referred to herein as the "Closing Date." (b) Upon the terms and subject to the provisions conditions of this Agreement, Parentas soon as practicable on the Closing Date, Acquisition Sub and the Company parties shall cause the Merger to be consummated by: by filing a certificate of merger (a) causing Articles of Merger (“Articles the "Certificate of Merger”") to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on the Closing Date; Delaware and (b) by making all other filings and or recordings required under the MBCADGCL. The Merger shall become effective upon at such time as the date and time Certificate of Merger is duly filed with the Secretary of State of the filing State of such Articles of MergerDelaware, or at such later subsequent date or time as may be mutually agreed in writing by Parent and the Company shall agree and Parent and specified specify in such Articles the Certificate of Merger. The time at which the Merger (becomes effective is referred to herein as the “"Effective Time”)."

Closing; Effective Time. The consummation closing of the Merger (the “Closing”) shall take place at 10:00 p.m. (Hong Kong time) at the offices of Xxxxx Xxxxxx, Xxxxxxxxxx & XxXxxxx Sutcliffe LLP, 0000 Xxxxxxxxxx Xxxxxx43/F Gloucester Tower, Xxxxx 000The Landmark, Xxxx Xxxx Xxxx15 Queen’s Road Central, Xxxxxxxxxx, at 10:00 a.m. Hong Kong on a date the third (the “Closing Date”), which shall be no later than the second business day 3rd) Business Day after the satisfaction or written waiver (to the extent permitted by applicable Legal Requirementswhere permissible) waiver of the last to be satisfied or waived of the conditions set forth in Section 7 ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by applicable Legal Requirementswhere permissible) waiver of those conditionsconditions at the Closing), or at such other placeunless another date, time and date as shall be or place is agreed in writing by the parties. Subject to the provisions of this Agreement, Parent, Acquisition Sub and the Company shall cause the Merger to be consummated by: (a) causing Articles of Merger (“Articles of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on the Closing Date; and (b) making all other filings and recordings required under the MBCA. The Merger shall become effective upon the date and time of the filing of such Articles of Merger, or at such later time as may be mutually agreed in writing by the Company and Parent (the day on which the Closing takes place being the “Closing Date”). As early as practicable on the Closing Date, Merger Sub and the Company shall execute a plan of merger, substantially in the form set out in Annex A (the “Plan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective on the date when the Plan of Merger is registered by the Registrar, or such other date and time specified in such Articles the Plan of Merger being not later than the ninetieth (90th) day after the date of such registration, in accordance with the CICL (the “Effective Time”).

Closing; Effective Time. The consummation Subject to the terms and conditions of this Agreement, the closing of the Merger Mergers (the “Closing”) shall take place at the offices of Xxxxx Xxxxxx & XxXxxxx Xxxxxxx LLP, 0000 Xxxxxxxxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx XxxxX.X., Xxxxxxxxxx, XX 00000, at 10:00 a.m. (Eastern time) on a the date which is two (the “Closing Date”), which shall be no later than the second business day 2) Business Days after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the date on which all conditions set forth in Section 7 10.1 shall have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those such conditions), ) or at such other place, time and place as Buyer and the Companies may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as shall be agreed in writing by the parties“Closing Date”. Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article X, and provided this AgreementAgreement has not theretofore been terminated pursuant to its terms, ParentBuyer, Acquisition Sub Merger Subs and the Company Companies shall cause the Articles of Merger to be consummated by: executed, acknowledged and filed with the State Corporation Commission of Virginia (a) causing Articles of Merger (the “Articles of MergerCommission”) to be delivered for filing as provided in accordance with Section 35-1-816 13.1‑720 of the MBCA to the Secretary of State VSCA or Section 13.1‑1072 of the State of Montana on the Closing Date; and (b) making all other filings and recordings required under the MBCAVLLCA, as applicable. The Each Merger shall become effective upon at the date and time of when the filing of such applicable Articles of Merger, Merger have been duly filed with the Commission or at such later time as may be mutually agreed by Buyer and the Companies in writing by the Company and Parent and specified in such Articles of Merger (the “Effective Time”).

Closing; Effective Time. The (a) Unless this Agreement shall have been terminated pursuant to Section 7, and unless otherwise mutually agreed in writing between the Company, Parent and Merger Sub, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx Hxxxx Lovells US LLP, 0000 Xxxxxxxxxx Xxxxxx300 Xxxxxxx Xxx., Xxxxx 000, Xxxx Xxxx Xxx Xxxx, XxxxxxxxxxXX 00000, at 10:00 a.m. on a the date (the “Closing Date”)that is as soon as reasonably practicable, which shall be and in no event later than the second third business day after following the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of day on which the last to be satisfied or waived of each of the conditions set forth in Section 7 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions)) shall have been satisfied or waived in accordance with this Agreement, or at such other place, time and place and/or on such other date as shall be agreed the Company and Parent may otherwise agree in writing by (the parties. date on which the Closing occurs, the “Closing Date”). (b) Subject to the provisions of this Agreement, Parent, Acquisition Sub and the Company shall cause the Merger to be consummated by: (a) causing Articles of Merger (“Articles of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana as soon as practicable on the Closing Date; , the Company and (b) making Merger Sub shall file or cause to be filed articles of merger with the Nevada Secretary of State with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the NRS, and the Parties shall take all other filings and recordings such further actions as may be required under by applicable Legal Requirements to make the MBCAMerger effective. The Merger shall become effective upon the date and time of the filing of such Articles those articles of Merger, merger with the Nevada Secretary of State or at such later date and time as may be mutually is agreed upon in writing by the Company and Parent Parties and specified in the articles of merger in accordance with the NRS (such Articles of Merger (date and time, the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the Merger (the “Closing”) shall take place at the offices of Xxxxx & XxXxxxx LLP10:00 a.m., 0000 Xxxxxxxxxx XxxxxxNew York City time, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (to be specified by the “Closing Date”)parties, which shall be no later than the second third business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived all of the conditions set forth in Section 7 Article VI hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionssuch conditions at the Closing), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or at such other place, time and date as shall be place is agreed to in writing by the partiesparties hereto. The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) Subject to the provisions terms and conditions of this Agreement, Parentas soon as practicable on the Closing Date, Acquisition Sub and the Company parties shall cause the Merger to be consummated by: by filing a certificate of merger (a) causing Articles of Merger (the “Articles Certificate of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on the Closing Date; Delaware and (b) by making all other filings and or recordings required under the MBCADGCL. The Merger shall become effective upon at such time as the date and time Certificate of Merger is duly filed with the Secretary of State of the filing State of such Articles of MergerDelaware, or at such later subsequent date or time as may be mutually agreed in writing by Parent and the Company shall agree and Parent and specified specify in such Articles the Certificate of Merger. The time at which the Merger (becomes effective is referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) The consummation closing of the Merger (the “Closing”) shall take place at as soon as practicable following the offices of Xxxxx & XxXxxxx LLPOffer Closing, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (to be specified by the “Closing Date”)parties, which shall be no later than the second business day first Business Day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived all of the conditions set forth in Section 7 Article VII (other than those conditions that by their terms nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditionssuch conditions at the Closing), at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or at such other place, time and date as shall be place is agreed to in writing by the partiesparties hereto. Subject The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) Upon the terms and subject to the provisions conditions of this Agreement, Parentas soon as practicable on the Closing Date, Acquisition Sub and the Company parties shall cause the Merger to be consummated by: by filing a certificate of merger (a) causing Articles of Merger (the “Articles Certificate of Merger”) to be delivered for filing in accordance with Section 35-1-816 of the MBCA to the Secretary of State of the State of Montana on the Closing Date; Delaware and (b) by making all other filings and or recordings required under the MBCADGCL. The Merger shall become effective upon at such time as the date and time Certificate of Merger is duly filed with the Secretary of State of the filing State of such Articles of MergerDelaware, or at such later subsequent date or time as may be mutually agreed in writing by Parent and the Company shall agree and Parent and specified specify in such Articles the Certificate of Merger. The time at which the Merger (becomes effective is referred to herein as the “Effective Time.”).