Common use of Closing; Effective Times Clause in Contracts

Closing; Effective Times. The closing of the Transactions (the “Closing”) shall take place on the third Business Day after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date is agreed to in writing by Parent and the Company; 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. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “Effective Time”). As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. The closing of the Transactions (the “Closing”) shall take place on the third Business Day after Subject to the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII V and Article VI, the closing of the Mergers (other than those conditions that by their terms are to be satisfied at the “Closing, but subject to ”) shall take place on the satisfaction or written waiver (where permissible) of those conditions at the Closing)date hereof, unless another date is agreed to in writing by Parent the Buyer and the Company; 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 CompanySellers. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the parties hereto Buyer and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCADGCL. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. (a) The closing of the Transactions Mergers (the “Closing”) shall take place on the third at 12:00 p.m., Eastern time, as soon as practicable (and, in any event, within three (3) Business Day after Days) following the satisfaction or written or, to the extent permitted by applicable Law, waiver (where permissible) of the conditions set forth in Article VIII 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written or, to the extent permitted by applicable Law, waiver (where permissible) of those conditions conditions), at the Closing)offices of Xxxxxxx Procter LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, unless another date is agreed to in writing by Parent and the Company; provideddate, however, that if all the conditions set forth in Article VIII shall no longer be satisfied time 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. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Upon the terms and subject to the provisions of this Agreement, on the Closing Date and immediately following the Partnership Merger Effective Time, Merger Sub and the Company shall (i) duly execute and file articles of merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) in accordance with the Laws of the State of Maryland and (ii) make any other filings, recordings or publications required to be effected made by the electronic exchange Company or Merger Sub in connection with the Company Merger. The Company Merger shall become effective after the Partnership Merger Effective Time on the date and time at which the Articles of signatures by electronic transmissionMerger have been filed with, or by such other means and accepted for record by, the SDAT or at such other place date and time as is agreed between the parties hereto and specified in the Articles of Merger (such date and time being hereinafter referred to as the “Company Merger Effective Time”). The parties shall agree. Subject cause the Company Merger Effective Time to occur immediately after the terms and conditions of this Agreement, as Partnership Merger Effective Time. (c) As soon as practicable on the Closing Date, Merger OP and the parties hereto shall Operating Partnership will (i) cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of MergerPartnership Merger Certificate”) to be executed, acknowledged and filed with the Delaware Secretary of State of (the State of Delaware, “DSOS”) in such form and containing such information as is required byaccordance with the DRULPA, and executed (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Merger OP in accordance with, connection with the relevant provisions of the DGCLPartnership Merger. The First Partnership Merger shall become effective at on the date and time of such filing of at which the Partnership Merger Certificate of Mergerhas been duly filed with, and accepted for record by, the DSOS, or at such later other date and time as may be agreed by each of between the parties hereto and specified in the First Partnership Merger Certificate of Merger (such time being the “Partnership Merger Effective Time”). As soon as practicable following The parties shall cause the Partnership Merger Effective Time to occur immediately prior to the Company Merger Effective Time. (d) Unless otherwise agreed, the parties shall cause the Company Merger Effective Time and in any case the Partnership Merger Effective Time to occur on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”)Closing Date.

Closing; Effective Times. The closing of the Transactions (the “Closing”a) shall take place on As promptly as practicable, but in no event later than the third (3rd) Business Day after the satisfaction or written or, to the extent permitted by Law, waiver (where permissible) of all of the conditions set forth in Article VIII Section 9 (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 written or, to the extent permitted by Law, waiver (where permissible) of those such conditions at the Closing), unless another date is agreed to in writing by Parent and the Company; 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. The Closing Transactions shall be effected consummated (the “Closing”) remotely by the electronic exchange of signatures by electronic transmissionexecuted documents, or by in such other means manner, time or at such other place as the parties Parties shall mutually agree. Subject The date on which the Closing occurs is referred to herein as the “Closing Date”. (b) On the Closing Date, subject to the terms and conditions of this Agreement, as soon as practicable after the determination of the date on which the Closing is to take place in accordance with Section 2.3(a), each of Check-Cap and Israeli Merger Sub shall (and Keystone shall cause Israeli Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Israeli Registrar”) a notice (i) informing the Israeli Registrar that all conditions to the Israeli Merger under the ICL and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar) and (ii) setting forth the proposed date on which the Israeli Merger shall become effective and on which the Israeli Registrar shall be requested to issue a certificate evidencing the Israeli Merger in accordance with Section 323(5) of the ICL (the “Certificate of Israeli Merger”). The Israeli Merger shall become effective upon the issuance by the Israeli Registrar of the Certificate of Israeli Merger in accordance with Section 323(5) of the ICL (the time at which the Israeli Merger becomes effective is referred to herein as the “Israeli Merger Effective Time”). For the avoidance of doubt, it is the intention of the Parties that the Israeli Merger shall be declared effective, and that the issuance by the Israeli Registrar of the Certificate of Israeli Merger in accordance with Section 323(5) of the ICL shall occur, both on the Closing Date. (c) On the Closing Date, upon the parties hereto terms and subject to the conditions of this Agreement, concurrently with or immediately following the Israeli Merger Effective Time, Keystone shall cause the First U.S. Merger to be effected consummated by filing a certificate of merger (the “First Certificate of U.S. Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “Effective Time”). As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the DLLCA. The Second Merger shall become effective at Parties (the date and time of such the filing of the Second such Certificate of Merger, U.S. Merger (or such later time as may be agreed by each of the parties hereto Parties and specified in the Second such Certificate of Merger (such time U.S. Merger) being the “Second U.S. Merger Effective Time”). For the avoidance of doubt, it is the intention of the Parties that the U.S. Merger shall be declared effective and shall occur on the Closing Date.

Closing; Effective Times. The closing (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent, Purchaser, Holdings and Merger Sub 2, the consummation of the Transactions Mergers (the “Closing”) shall take place on at the offices of Company counsel, at 7:45 a.m. Eastern Time, as promptly as practicable (but in any event no later than the third Business Day after Day) following the satisfaction or written waiver (where permissible) of the last to be satisfied or waived of the conditions set forth in Article VIII Section 7 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closingsuch conditions), unless another date or place is agreed to in writing by Parent the Company and the Company; provided, however, that if all the conditions set forth in Article VIII shall no longer be satisfied or waived (where permissible) Parent. The date on such third Business Day, then which 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 occurs is agreed referred to in writing by Parent and the Company. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place this Agreement as the parties shall agree. “Closing Date.” (b) Subject to the terms and conditions provisions of this Agreement, concurrently with or as soon as practicable on following the Closing Date, the parties hereto Parties shall file or cause the First Merger to be effected by filing filed (a) a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the First Merger (the “First Certificate of Merger”), in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “Effective Time”). As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and (b) following the filing of the First Certificate of Merger, a certificate of merger with the Secretary of State of the State of Delaware with respect to the Second Merger (the “Second Certificate of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and DLLCA. The First Merger shall become effective upon the date and time of the filing of such First Certificate of Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “First Effective Time”). The Second Merger shall become effective at upon the date and time of such the filing of the such Second Certificate of Merger, Merger with the Secretary of State of the State of Delaware or such later date and time as may be is agreed upon in writing by each of the parties hereto Parties and specified in the Second Certificate certificate of Merger merger (such time being date and time, the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.

Closing; Effective Times. The Unless this Agreement is terminated pursuant to Section 9.1, the closing of the Transactions Mergers (the “Closing”) shall take place on a date and at a time to be specified by the Parties, which shall be no later than the third Business Day after the satisfaction or written or, to the extent permitted by applicable Law, waiver (where permissible) of the conditions set forth in Article VIII 8 (other than those conditions the “Closing Date”); provided, however, that by their terms are to be satisfied at if such date is not the Closing, but subject Business Day nearest in time to the satisfaction or written waiver first financial month end of Computer Sciences GS following such date (where permissible) of those conditions at the Closing“Next Month End”), then the Closing shall take place on the Next Month End, unless another date is agreed to in writing by Parent and the Company; 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. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place as the parties shall agreeParties. Subject to the terms and conditions provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the First Merger Surviving Corporation and concurrently with or as soon as practicable on following the Closing Date, the parties hereto shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of filing such filing certificate of merger with the Secretary of State of the Certificate State of Merger, Delaware or at such later time as may be agreed designated by each of the parties hereto Parties and specified in such certificate of merger (the time as of which the First Certificate of Merger (such time being becomes effective, the “First Merger Effective Time”). As Subject to the provisions of this Agreement, a second certificate of merger satisfying the applicable requirements of the DGCL and the DLLCA shall be duly executed by the Second Merger Surviving LLC and as soon as practicable following the First Merger Effective Time and in any case on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) filed with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of filing such filing certificate of merger with the Secretary of State of the Second Certificate State of Merger, Delaware or at such later time as may be agreed designated by each of the parties hereto Parties and specified in the certificate of merger (the time as of which the Second Certificate of Merger (such time being becomes effective, the “Second Merger Effective Time”).

Closing; Effective Times. The closing of the Transactions (the “Closing”i) shall take place on the third Business Day after Subject to the satisfaction or written or, to the extent permitted hereunder, waiver (where permissible) of the conditions to the Closing set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to their satisfaction or, to the extent permitted hereunder, waiver at the Closing), the closing of the Merger (the “Closing”) shall be effected (a) by physical exchange of documentation at the offices of Pxxx Xxxxxxxx LLP, 1000 Xxxxxxxxxx Xxx, Xxxx Xxxx, XX 00000, or (b) if acceptable to Parent, by exchanging true, complete and accurate copies of executed originals via electronic mail, in either case at 10:00 a.m. local time of such office on the third Business Day following the satisfaction, or to the extent permitted hereunder, waiver by the Party entitled to the benefit thereof of the conditions to the Closing set forth in Article VII (other than those conditions that by their nature are to be satisfied and are capable of being satisfied at the Closing, but subject to the satisfaction or written or, to the extent permitted hereunder, waiver (where permissible) of those all such conditions at the Closing), in each case unless another date is agreed the Parties agree to in writing by Parent and the Company; 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 effect the Closing shall take place on the first Business Day at any other place. The date on which all such conditions shall again have been satisfied or waived (where permissible) unless another time the Closing actually takes place is agreed referred to in writing by Parent and the Company. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place herein as the parties shall agree. “Closing Date.” (ii) Subject to the terms and conditions provisions of this Agreement, contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, (A) the parties hereto shall Company, Parent and Merger Sub will cause the First Initial Merger to be effected consummated by filing causing a certificate of merger in substantially the form attached hereto as Exhibit E-1 (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL. The First DGCL and the Certificate of Merger shall will become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “Effective Time”). As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) it has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by the Company and Parent in such form writing and containing such information as is required by, and executed specified in the Certificate of Merger in accordance withwith the DGCL (the effective time of the Initial Merger being hereinafter referred to as the “Effective Time”) and (B) Parent shall cause the Subsequent Merger to be consummated by causing a certificate of merger in substantially the form attached hereto as Exhibit E-2 (the “Subsequent Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and DLLCA and the DLLCA. The Second Subsequent Certificate of Merger shall will become effective at such time as it has been duly filed with the date and time Secretary of such filing State of the Second Certificate State of Merger, Delaware or at such later date or time as may be agreed by each of the parties hereto Company and Parent in writing and specified in the Second Certificate of Merger in accordance with the DGCL (such but in all cases after the Effective Time and the effective time of the Subsequent Merger being hereinafter referred to as the “Second Subsequent Merger Effective Time”). The Subsequent Merger Effective Time will occur promptly following the Effective Time.

Closing; Effective Times. The Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Transactions Mergers (the “Closing”) shall take place on as soon as practicable after the execution of this Agreement and in any case no later than the third Business Day after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date is agreed to in writing by Parent and the Company; 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. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the parties hereto Parent and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. The closing of the Transactions (the “Closing”) shall take place on the third Business Day after Unless this Agreement is earlier terminated pursuant to Article VIII, subject to the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII VI, the closing of the Mergers (the “Closing”) shall take place on the third (3rd) Business Day following the satisfaction or waiver of the conditions set forth in Article VI hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closingsuch conditions), unless another date is agreed to in writing by Parent and the Company; 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. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the First Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the parties hereto Parent and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transactions Mergers (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, CA 94025, at 8:00 a.m. (Eastern Time) on the third date which is two (2) Business Day Days after the satisfaction or written waiver (where permissible) of the first date on which all conditions set forth in Article VIII IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissiblethereof) of those conditions at or such other time and place as Acquiror and the Closing), unless another Company may mutually agree in writing. The date on which the Closing actually occurs is agreed referred to in writing by Parent and this Agreement as the Company; provided, however, that if “Closing Date.” (b) Subject to the satisfaction or waiver of all of 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. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. Subject to the terms and conditions IX of this Agreement, as soon as practicable on and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, First Merger Sub, and the Closing Date, the parties hereto Company shall cause the First Merger Certificate to be effected by executed and duly submitted for filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed Delaware in accordance with, with the relevant applicable provisions of the DGCL. The First Merger shall become effective at the date and time when the First Merger Certificate has been accepted for filing by the Secretary of such filing State of the Certificate State of MergerDelaware, or at such later time as may be agreed by Acquiror and the Company in writing and specified in each of the parties hereto and specified in the First Merger Certificate of Merger (such time being the “Effective Time”). As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, Acquiror, Second Merger Sub, and the parties hereto Surviving Corporation shall cause the Second Merger Certificate to be effected by executed and duly submitted for filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed Delaware in accordance with, with the relevant applicable provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time when the Second Merger Certificate has been accepted for filing by the Secretary of such filing State of the Second Certificate State of MergerDelaware, or at such later time as may be agreed by Acquiror and the Company in writing and specified in each of the parties hereto and specified in the Second Merger Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. The (a) Upon the terms and conditions set forth herein, the closing of the Transactions Mergers (the “Closing”) shall will take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, on a date to be mutually agreed by the third parties, which shall be no later than three (3) Business Day Days after the satisfaction or written waiver (where permissible) of all of the conditions set forth in Article VIII VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those such conditions at the Closing), ) unless another time, date or place is agreed to in writing by Parent and the Company; providedprovided that, however, that if the Marketing Period has not begun or ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VIII shall no longer VI (other than conditions that by their terms are to be satisfied or waived (where permissible) on at the Closing, provided that such third Business Dayconditions are capable of being satisfied), then the Closing shall take place not occur until the earlier to occur of (x) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ written notice to the first Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing and, if the Debt Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (y) the third (3rd) Business Day following the final day of the Marketing Period (subject in each case to the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso). The date on which all such conditions shall again have been satisfied or waived (where permissible) unless another time the Closing occurs is agreed referred to in writing by Parent and the Company. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place this Agreement as the parties shall agree. “Closing Date.” Subject to the terms and conditions of this Agreementset forth herein, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger to be effected by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “First Parent Certificate of Merger”) shall be duly executed by Parent and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. Subject to the terms and conditions set forth herein, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “Effective Time”). As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, the parties hereto shall cause the Second Merger to be effected by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Second Company Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. (b) On the Closing Date, in such form and containing such information as is required by, and executed each of the following filings shall be made substantially concurrently with the other: (i) Parent shall file the Parent Certificate of Merger with the Delaware Secretary of State in accordance with, with the relevant provisions of the DGCL and shall make all other filings or recordings required by the DLLCA. DGCL in connection with the Parent Merger and (ii) the Company shall file the Company Certificate of Merger in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Company Merger. (c) (i) The Second Parent Merger shall become effective at upon the date and time of such the filing of the Second Parent Certificate of Merger, Merger with the Office of the Secretary of State of the State of Delaware or such later other date and time as may be mutually agreed upon by each of Parent and the parties hereto Company and specified set forth in the Second Parent Certificate of Merger (such time as the Parent Merger becomes effective being the “Second Parent Effective Time”) and (ii) immediately following the Parent Effective Time, the Company Merger shall become effective upon the date and time of the filing of the Company Certificate of Merger with the Office of the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Company Certificate of Merger (such time as the Company Merger becomes effective being the “Company Effective Time”, and such time as the Mergers become effective being the “Effective Times”).

Closing; Effective Times. The closing of the Transactions (the “Closing”) shall take place on the third Business Day after Subject to the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII V, the closing of the Mergers (other than those conditions that by their terms are to be satisfied at the “Closing, but subject to the satisfaction or written waiver (where permissible”) of those conditions at the Closing), unless another date is agreed to in writing by Parent and the Company; 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) date hereof, unless another time date is agreed to in writing by Parent and the Company. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the parties hereto Parent and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).

Closing; Effective Times. (a) The closing of the Transactions First Merger (the “Closing”) shall take place remotely by exchange of documents and signatures, (i) on the third first Business Day after the satisfaction or written waiver (where permissible) of the month occurring after satisfaction or, to the extent permitted by Applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VIII V (other than those such conditions that as may, by their terms are to terms, only be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closingsuch conditions), unless another date is agreed to in writing by Parent and the Company; provided, however, that if all the conditions set forth in Article VIII shall no longer be satisfied or waived (where permissibleii) 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. The Closing shall be effected by the electronic exchange of signatures by electronic transmission, or by such other means or at such other place or on such other date as the parties shall agreemay mutually agree in writing. Subject The day on which the Closing takes place is referred to as the terms and conditions of this Agreement, as “Closing Date.” (b) As soon as practicable on the Closing Date, the parties hereto shall cause the First Merger to be effected by filing a certificate of merger substantially in the form attached as Exhibit D-1 to be executed and filed with the Delaware Secretary of State (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware), in such form and containing such information as is required by, and executed in accordance with, with the relevant provisions of the DGCL. The First Merger shall become effective at upon the date and time of such filing of the Certificate of Merger, Merger with the Delaware Secretary of State or at such later other time as may be agreed by each of the parties hereto shall agree and as shall be specified in the First Certificate of Merger. The date and time when the First Merger (such time being shall become effective is herein referred to as the “Effective Time.”). As soon as practicable following (c) Promptly after the Effective Time, Parent shall cause a certificate of merger in substantially the form attached hereto as Exhibit D-2 to be executed and filed with the Delaware Secretary of State, in accordance with the relevant provisions of the DGCL, and the Second Merger shall become effective upon such filing. The date and time when the Second Merger shall become effective is herein referred to as the “Final Effective Time.” Parent shall use reasonable best efforts cause the Final Effective Time and in any case to occur on the same day as the Effective Time occurs. At the Final Effective Time, the parties hereto shall cause effect of the Second Merger to shall be effected by filing a certificate of merger (as provided in this Agreement and the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant applicable provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”)DGCL.

Closing; Effective Times. The Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Transactions Mergers (the “Closing”) shall take place on no later than the third Business Day after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII VI (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date is agreed to in writing by Parent and the Company; 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. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the parties hereto Parent and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).