Common use of Effective Time; Closing Date Clause in Contracts

Effective Time; Closing Date. The closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (local time) on the date that is the fifth (5th) Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on (a) the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso), or (b) such other date, time or place as is agreed to in writing by the parties hereto. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” No later than the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar of the Merger Certificate. The time at which the Merger becomes effective is referred to herein as the “Effective Time.”

Effective Time; Closing Date. At the Closing, the Company and Merger Sub shall cause the Merger to be consummated by filing a duly executed certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed in accordance with the provisions of section 251 of the DGCL (the date and time when the Merger is effective, the “Effective Time”). Subject to the satisfaction or waiver of the conditions in Article VII, the closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (a.m., local time) , on the date that is the fifth later of (5tha) two Business Day Days after the satisfaction or waiver date on which the last of the conditions set forth in Article VII (other than those conditions which by their terms are to be shall have been satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be not satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at until the Closing), the Closing shall occur on and (ab) the earlier of (i) a date during the Marketing Period to be specified by Parent Buyer on no less than two (2) Business Days Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of Buyer’s financing of the transactions contemplated by this Agreement) and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso)Period, or (b) on such other date, time or and place as is agreed to in writing by the parties hereto. The Company and Buyer may mutually agree (the date upon on which the Closing actually occurs is referred to herein as occurs, the “Closing Date.” No later than the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar of the Merger Certificate. The time at which the Merger becomes effective is referred to herein as the “Effective Time.”

Effective Time; Closing Date. The closing of the Merger and the other transactions contemplated by this Agreement Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx Xxxxxxxxx Traurig, LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx Xxxxxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx XxXxxx, Xxxxxxxx 00000, at 9:00 10:00 a.m. (local time) time on the date that is the fifth (5th) Business Day after the satisfaction hereof or waiver of the conditions set forth in Article VII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on (a) the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso), or (b) such other date, time or and place as is agreed to the Company and the Buyer may mutually agree in writing by the parties hereto. The date upon which the Closing actually occurs is referred to herein as (the “Closing Date.” No later than ”). On the Closing DateDate as soon as practicable following the Closing, the Company and Merger Sub and (Corp) shall cause the Company shall each, First Merger to be consummated by filing a duly executed certificate of merger in coordination with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law form attached hereto as Exhibit A-1 (the “Merger CertificateFirst Certificate of Merger”)) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective upon at such time as the issuance First Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the First Certificate of Merger (the date and time when the First Merger is effective, the “First Merger Effective Time”). Immediately after the filing of the First Certificate of Merger, the Company, as the surviving company of the First Merger, and Merger Sub (LLC) shall cause the Second Merger to be consummated by filing a duly executed certificate of merger in the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware and the parties hereto shall make all other filings or recordings required by the Companies Registrar DGCL or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the provisions of the DGCL, or at such later time as may be stated in the Second Certificate of Merger, which in all events shall be immediately subsequent to the First Merger Certificate. The Effective time at which (the date and time when the Second Merger becomes effective is referred to herein as effective, the “Second Merger Effective Time”).”

Effective Time; Closing Date. Upon the terms and subject to the conditions of this Agreement, the Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit E (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed in accordance with the relevant provisions of the DGCL, or at such later time as the Company and Buyer shall agree and specify in the Certificate of Merger (the “Effective Time”). The closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place (a) at the offices of Xxxxxxxx Xxxxxxxxx & Xxxxx Xxxxxxx LLP, The New York Times Building, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (local time) on the date that is the fifth later to occur of (5thi) two (2) Business Day Days after the satisfaction or waiver date on which the last of the conditions set forth in Article VII VIII shall have been satisfied or waived (other than any such conditions that by their nature cannot be satisfied until the Closing, which shall be satisfied or (to the extent permitted by applicable Law) waived at the Closing) or (ii) thirty (30) days after the date of this Agreement; provided that, with respect to clause (ii) above, if on such thirtieth (30th) day all conditions to Buyer’s obligations in respect of the funding of the Financing have not been satisfied (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closingtime of such funding, but subject to the satisfaction or waiver of such conditions at the Closing)time of such funding) and the Closing would otherwise be required to occur pursuant to clause (i) above, so long as Buyer is in compliance with its obligations under Section 6.15, the Closing shall occur on (a) take place no earlier than the earlier of (iy) a forty-five (45) days after the date during the Marketing Period specified by Parent on of this Agreement and (y) two (2) Business Days notice after the date on which all conditions to the Company and (ii) the second Business Day immediately following the final day Buyer’s obligations in respect of the Marketing Period funding of the Financing have been satisfied (subjectother than those to be satisfied at the time of such funding, in each case, but subject to the satisfaction or waiver of all such conditions at the time of the conditions set forth in Article VII as of the date determined pursuant to this provisosuch funding), or (b) such other date, time or and place as is agreed to in writing by the parties hereto. The Company and Buyer may mutually agree (the actual date upon which of the Closing actually occurs is referred to herein as Closing, the “Closing Date.” No later than ”). For purposes of this Agreement, the Closing will be deemed to have occurred at 12:01:01 a.m. (Eastern Time) on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar of the Merger Certificate. The time at which the Merger becomes effective is referred to herein as the “Effective Time.”

Effective Time; Closing Date. The closing (a) Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date, the parties shall file (or cause to be filed) with the Secretary of State of the State of Delaware a certificate of merger for the Merger, executed in accordance with the relevant provisions of the DE LLC Act (the “Certificate of Merger”), and shall make all other filings or recordings required under the DE LLC Act in connection with the Merger. The Certificate of Merger will provide that the Merger shall become effective at such time as the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such later date and/or time as may be agreed by the parties and specified in the other transactions contemplated by this Agreement Certificate of Merger (the time at which the Merger becomes effective is referred to herein as the “Effective Time”). (b) Prior to the filing of the Certificate of Merger, a closing (the “Closing”) shall take place be held at 10:00 a.m., New York time, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at 9:00 a.m. such other place as the parties may agree in writing, (local timei) on as soon as practicable (but in any event within three business days) following the date that is the fifth (5th) Business Day after the satisfaction or waiver upon which all of the conditions set forth in Article VII have been satisfied or waived (other than those conditions which that by their terms nature are to be satisfied or waived as of at the Closing Closing, but subject to the satisfaction or waiver thereofof those conditions), including the receipt of Company Shareholder Approval, or (ii) on such other date and/or at such other time, date or location time as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of may agree in writing so long as all of the conditions set forth in Article VII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived at or prior to such conditions at the Closing), date and/or time. The date on which the Closing shall occur on (a) takes place is referred to herein as the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, “Closing Date.” Subject to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso)VII, or (b) such other date, time or place as is agreed to in writing by the parties hereto. The date upon which agree to use reasonable best efforts to coordinate and cooperate in taking such actions so that the Closing actually occurs is referred to herein as will take place on the “Closing Datelast business day of a calendar month.” No later than the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar of the Merger Certificate. The time at which the Merger becomes effective is referred to herein as the “Effective Time.”

Effective Time; Closing Date. (a) The closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place at remotely via the offices exchange of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000documents and signature pages by email, at 9:00 a.m. (local time) noon Pacific Time, on the date that is the fifth (5th) Business Day after the satisfaction or waiver all of the conditions to the Closing set forth in Article VII 8 and Article 9 (in each case, other than those conditions which which, by their terms terms, are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) shall have been satisfied or waived by the Closing), Party entitled to waive the Closing shall occur on (a) the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso)same, or (b) at such other date, time or and place that the Company and the Buyer may agree in writing; provided that, except as is agreed to otherwise requested in writing by a Party hereto, all Closing transactions shall be effectuated by electronic delivery of the parties heretodocuments and other certificates or instruments to be delivered by such party pursuant to Section 3.3, signed by a duly authorized officer on behalf of the applicable Party as provided for in the applicable document(s) being signed by each such Party. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” No later than ” (b) On the Closing Date, the Company and Merger Sub and shall cause the Company shall each, in coordination with each other, deliver Merger to be consummated by filing a duly executed certificate of merger meeting the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion requirements of Section 251 of the Merger in accordance DGCL with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware (the “Merger CertificateCertificate of Merger”)) and the Parties (other than the Securityholder Representative) shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the Merger. The Merger shall become effective upon at such time as the issuance by Certificate of Merger is duly filed and accepted in accordance with the Companies Registrar applicable provisions of the Merger Certificate. The DGCL (the date and time at which when the Merger becomes effective is referred to herein as effective, the “Effective Time”).”

Effective Time; Closing Date. The closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 10:00 a.m. (local time) on , two Business Days after the date that is on which the fifth (5th) Business Day after the satisfaction or waiver last of the conditions set forth in Article VII VI shall have been satisfied or waived (other than those conditions which that, by their terms are to nature, cannot be satisfied or waived as of until the Closing Closing, but subject to the satisfaction or waiver thereof), including of such conditions at the receipt of Company Shareholder Approval, Closing) or at on such other timedate, date or location time and place as the parties hereto shall Company and Buyer may mutually agree; providedprovided that, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII VI (other than those conditions that that, by their terms are to nature, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the date following the satisfaction or waiver of such conditions (abut subject to the satisfaction or waiver of such conditions at the Closing) that is the earlier to occur of (i) a date during the Marketing Period to be specified by Parent Buyer on no less than two (2) Business Days notice to the Company and (ii) the second first Business Day immediately following after the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso), or (b) such other date, time or place as is agreed to in writing by the parties hereto. The date upon on which the Closing actually occurs is referred to herein as occurs, the “Closing Date.” No later than ”). On or as soon as practicable following the Closing DateClosing, the Company and Merger Sub and shall cause the Company shall each, in coordination Merger to be consummated by filing a duly executed certificate of merger with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion Secretary of State of the Merger in accordance with Section 323(5) State of the Israeli Companies Law Delaware (the “Merger CertificateCertificate of Merger”)) and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the Merger. The Merger shall become effective upon at such time as the issuance by Certificate of Merger is duly filed in accordance with the Companies Registrar provisions of Section 251 of the DGCL, or at such later time as may be stated in the Certificate of Merger Certificate. The (the date and time at which when the Merger becomes effective is referred to herein as Effective, the “Effective Time”).”

Effective Time; Closing Date. The closing of the Merger and the other transactions contemplated by this Agreement Mergers (the “Closing”) shall take place at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 9:00 10:00 a.m. (local time) , on the date that is the fifth (5th) last Business Day after of the satisfaction or waiver month in which all of the conditions to the Closing set forth in Article VII VIII and Article IX shall have been satisfied or waived (other than those conditions which that, by their terms are to nature, cannot be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur ) or on (a) the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso), or (b) such other date, time or and place as is agreed to the Company and the Buyer may mutually agree in writing by the parties hereto. The date upon which the Closing actually occurs is referred to herein as (the “Closing Date.” No later than ”); provided that in no event shall the Closing Dateoccur prior to August 31, 2010. On or as soon as practicable following the Closing, the Company and Merger Sub and shall cause the Company shall each, in coordination First Merger to be consummated by filing a duly executed certificate of merger with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion Secretary of State of the Merger in accordance with Section 323(5) State of the Israeli Companies Law Delaware (the “Merger CertificateCertificate of Merger”)) and the parties hereto shall make all other filings or recordings required by the DGCL or other applicable Law in connection with the First Merger. The First Merger shall become effective upon at such time as the issuance by Certificate of Merger is duly filed in accordance with the Companies Registrar provisions of Section 251 of the DGCL, or at such later time as may be stated in the Certificate of Merger Certificate. The (the date and time at which when the First Merger becomes effective is referred to herein as Effective, the “Effective Time”). Immediately following the Effective Time, the Surviving Corporation and LLC Sub shall cause the Second Merger to be consummated by filing a duly executed certificate of merger with the Secretary of State of Delaware (the “Second Certificate of Merger”) and shall make all other filings or recordings required by Delaware Law or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the applicable provisions of Delaware Law, or at such later time as may be stated in the Second Certificate of Merger (the date and time when the Second Merger is effective, the “Second Effective Time”).”

Effective Time; Closing Date. (a) The closing of the Merger and the other transactions contemplated by this Agreement Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxx LLPGxxxxxxx LLP (“Pxxx Xxxxx”), 000 Xxxxxxxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 9:00 a.m. (local time) , on the date that is the fifth second (5th2nd) Business Day after the satisfaction or waiver date that all of the conditions to the Closing set forth in Article VII 8 and Article 9 (in each case, other than those conditions which which, by their terms terms, are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), including the receipt of Company Shareholder Approval, or at such other time, date or location as the parties hereto shall mutually agree; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) shall have been satisfied or waived by the Closing), party entitled to waive the Closing shall occur on (a) the earlier of (i) a date during the Marketing Period specified by Parent on two (2) Business Days notice to the Company and (ii) the second Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII as of the date determined pursuant to this proviso)same, or (b) at such other date, time or and place as is agreed to that the Seller’s Representative and the Buyer may agree in writing by the parties heretowriting. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” No later than Except as otherwise requested in writing by a party hereto, all Closing transactions shall be effectuated by electronic delivery of the documents and other certificates or instruments to be delivered by such party pursuant to Section 3.4, signed by a duly authorized officer on behalf of the applicable party as provided for in the applicable document(s) being signed by each such party. (b) On the Closing Date, the Company and Merger Sub and I shall cause the Company shall each, in coordination First Merger to be consummated by filing a duly executed certificate of merger with each other, deliver to the Companies Registrar a notice informing the Companies Registrar that all conditions to the Closing have been met and requesting the Companies Registrar to issue a certificate evidencing the completion Secretary of State of the Merger in accordance with Section 323(5) State of the Israeli Companies Law Delaware (the “Merger CertificateCertificate of Merger”)) and the parties hereto shall make all other filings or recordings required by Delaware Law or other applicable Law in connection with the First Merger. The First Merger shall become effective upon at such time as the issuance by Certificate of Merger is duly filed in accordance with the Companies Registrar applicable provisions of Delaware Law, or at such later time as may be stated in the Certificate of Merger Certificate. The (the date and time at which when the First Merger becomes effective is referred to herein as effective, the “Effective Time”). (c) Immediately following the Effective Time, the First Surviving LLC and Merger Sub II LLC shall cause the Second Merger to be consummated by filing a duly executed certificate of merger with the Secretary of State of Delaware (the “Second Certificate of Merger”) and shall make all other filings or recordings required by Delaware Law or other applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed in accordance with the applicable provisions of Delaware Law, or at such later time as may be stated in the Second Certificate of Merger (the date and time when the Second Merger is effective, the “Second Effective Time”).