Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be consummated by filing a Certificate of Merger filed with the Secretary Department of State of the State of Delaware Florida, as provided in the FBCA, on the Closing Date, and with the Maryland State Department of Assessments and Taxation, as provided in the MGCL. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (terms hereof or such later time date as the Parties may be agreed in writing by the Company and Parent and specified in the Certificate of Mergeragree. (b) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxCenterState, Professional Corporationor such other place as the Parties may mutually agree. At or prior to the Closing, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time there shall be delivered by CenterState and date Sunshine the Articles of Merger and such other certificates and other documents required to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in delivered under Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateVI.”

Effective Time; Closing. Subject As soon as practicable on or after the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Company Veritas and Parent Seagate and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”) as soon as practicable on the Closing Date"). The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One MarketXxx Xxxxxx Xxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a date and time and date to be specified by the partiesVeritas and Seagate, which shall be no later than the second (2nd) business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Veritas and Seagate shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “"Closing Date.”"

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate delivering to the Registrar of Merger with the Secretary of State Companies of the State of Delaware Israel (the “Companies Registrar”) a notice informing the Companies Registrar of the expected Closing (as defined below) and the proposed Closing Date (as defined below) and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with the relevant provisions Section 323(5) of Delaware Israeli Law (the “Certificate of Merger”) after notice that the Closing has occurred (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing issuance by the Company and Parent and specified in Companies Registrar, after the Closing, of the Certificate of Merger) , being the “Effective Time”) as soon as practicable on the Closing Date). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI V (other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) will take place (a) at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, at 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, as soon as reasonably practicable (but in no event later than the third (3rd) business day) after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 8 (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) or (b) at such other time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the provisions terms and conditions set forth herein, a certificate of this Agreement, merger satisfying the parties hereto applicable requirements of the DGCL (the “Certificate of Merger”) shall cause be duly executed by the Company and simultaneously with the Merger to Closing shall be consummated by filing a Certificate filed with the Office of Merger with the Secretary of State of the State of Delaware in accordance Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the relevant provisions Office of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Merger) such filing, being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject As soon as practicable on or after the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Company Veritas and Parent Seagate and specified in the Certificate of Merger) being referred to herein as the “Effective Time”) as soon as practicable on the Closing Date"EFFECTIVE TIME"). The closing of the Merger and the other transactions contemplated hereby (the “Closing”"CLOSING") shall take place at the offices of Wxxxxx Wilsxx Xxxxxxx Xxxxxxxx & RxxxxxXosaxx, Professional Xxofessional Corporation, located at One MarketXxxxxx Xxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at xx a date and time and date to be specified by the partiesVeritas and Seagate, which shall be no later than the second (2nd) business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Veritas and Seagate shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “Closing Date"CLOSING DATE.”"

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx Xxxxxxxxxx 00000-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or or, to the extent permitted by law, waiver by the party entitled to the benefit thereof of the conditions set forth in Article VI VII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI no event shall not have been satisfied Parent or waived on such second business day, then Merger Sub be required to effect the Closing shall take place on prior to the first business day on which all such conditions shall have been satisfied or waiveddate that is five (5) Business Days following the Option Notice Date. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware Mississippi and the Secretary of State of the State of Georgia, as provided in accordance with the relevant provisions MBCA and GBCC, on the Closing Date. The Merger shall become effective at such time as the Articles of Delaware Law (the “Certificate of Merger”) (the time of such filing Merger are duly filed with the Secretary of State of the State of Delaware (Mississippi and the Secretary of State of the State of Georgia, or at such later time as may be is agreed in writing by between the Company and Parent Parties and specified in the Certificate Articles of Merger) being Merger in accordance with the relevant provisions of the MBCA and GBCC (such date and time is hereinafter referred to as the “Effective Time”). (b) as soon as practicable on the Closing Date. The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place at on a date determined by FBMS and reasonably acceptable to SWGB (the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties“Closing Date”), which shall be no later than on the second business day after first Business Day of the month that begins immediately following the satisfaction or waiver of the conditions to the Closing set forth in Article VI (other than those conditions that by their terms nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not ) have been satisfied or waived on (to the extent permitted by applicable Law) in accordance with the terms hereof, at the offices of Axxxxx & Bird LLP, One Atlantic Center, 1000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such second business dayother place, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein and time as the “Closing DateParties may mutually agree. At the Closing, there shall be delivered to FBMS and SWGB the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.”

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) on, or as soon as practicable on after, the Closing DateDate (as herein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions which, by their terms terms, are to be satisfied or waived at on the ClosingClosing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date”.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the First Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified remotely by the partieselectronic exchange of closing deliverables and the taking of the closing actions contemplated herein, which shall be no later than on the second business day first Business Day after the satisfaction or waiver date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to their satisfaction or waiver at such other time, date and location as the parties hereto agree in writingClosing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if all (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the conditions set forth transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in Article VI shall not have been satisfied or their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived on by Parent, in its sole discretion; and (c) such second business dayBusiness Day is the first Business Day after a Company Fiscal Period End Date; provided, then however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing shall take place on the first business day on which all such conditions shall have been satisfied at another time or waivedplace. The date on which the Closing actually occurs is shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required under the DGCL. The term “Effective

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be consummated by filing a Certificate of Merger filed with the Secretary Department of State of the State of Delaware Florida, as provided in the FBCA, on the Closing Date, and with the Maryland State Department of Assessments and Taxation, as provided in the MGCL. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than five (5) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (terms hereof or such later time date as the Parties may be agreed in writing agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable Time shall occur on the Closing Date. first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxCenterState, Professional Corporationor such other place as the Parties may mutually agree. At or prior to the Closing, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time there shall be delivered by CenterState and date Charter the Articles of Merger and such other certificates and other documents required to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in delivered under Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateVI.”

Effective Time; Closing. Subject As promptly as practicable, but no later than two business days, after the satisfaction or, to the provisions extent permitted by Law, waiver by the party or parties entitled to the benefits thereof of this Agreementthe conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), the parties hereto shall cause the Merger Mergers to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Dateconsummated. The A closing of the Merger (the “Closing”) to effect the consummation of the Mergers shall take place be held at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Shearman & RxxxxxSterling LLP, Professional Corporation, located at One Market, Sxxxx XxxxxXxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a time and date to be specified by or such other place as the partiesparties shall agree, which shall be no later than for the second business day after purpose of confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waivedVII. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date”. Subject to the provisions of this Agreement, concurrently with or as soon as practicable following the Closing, (a) Zillow shall duly execute and file articles of merger (the “Zillow Merger Filing”) with the Washington Secretary of State and make all other filings or recordings required by the WBCA in connection with the Zillow Merger; and (b) Trulia shall duly execute and file a certificate of merger (the “Trulia Merger Filing”) with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Trulia Merger. The Zillow Merger shall become effective on the date and at such time as set forth in the Zillow Merger Filing (the “Initial Effective Time”), which shall be no later than 1:00 p.m., Eastern Time on the Closing Date, or at any other time indicated therein and mutually agreed to by Zillow and Trulia. The Trulia Merger shall become effective on the date and at such time (the “Effective Time”) as set forth in the Trulia Merger Filing, which shall be one minute later than the Initial Effective Time, or at any other later time indicated therein and mutually agreed to by Trulia and Zillow.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI V (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx O’Melveny & Mxxxx LLP, Embarcadero Center West, 200 Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx XxxxxXxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article ARTICLE VI (other than those that conditions, which by their terms terms, are to be satisfied or waived at on the ClosingClosing Date), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & RxxxxxXxxx, Professional CorporationLLP, located at One Market, Sxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in San Francisco, California are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Winston & Rxxxxx, Professional CorporationSxxxxx LLP, located at One Market, Sxxxx 30 Xxxx Xxxxxx Xxxxx, Xxxxx 0000Chicago, Xxx Xxxxxxxxx, XxxxxxxxxxIllinois, at a time and date to be specified by the parties, which shall be no later than the second business day fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI VIII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing taking into consideration the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then best interests of the Closing shall take place on operations of the first business day on which all such conditions shall have been satisfied or waivedCompany and Parent and the best interests of the stockholders of the Company and Parent. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in Chicago, Illinois or New York, New York, are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Certificates of Merger in the forms attached hereto as Exhibit B with the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL and the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate Certificates of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent MM and specified in the Certificate Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on the Closing Date. The Merger will become effective at the Effective Time. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second business day (2nd) Business Day after 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 or waived at the Closing, but subject to the satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, at the Closing (as defined below), the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary Department of State of the State of Delaware Florida (the “Florida Department of State”) articles of merger (the “Articles of Merger”) in such form as is required by and executed in accordance with the relevant provisions of Delaware Law FBCA and shall make all filings or recordings required under the FBCA. The Merger shall become effective (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) when Articles of Merger have been duly filed with the Florida Department of State, or at such later time as soon as practicable on shall be agreed upon by Parent and the Closing DateCompany and specified in the Articles of Merger in accordance with the FBCA. The Prior to the filings referred to in this Section 2.2, upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) shall take place be held at the offices of Wxxxxx Xxxxxxx DLA Piper LLP (US), 000 Xxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx XxxxxXxxxxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxx, XxxxxxxxxxXxxxxxx 00000-0000, at a time and USA, or such other place as the parties may agree on, as soon as practicable (but in any event within three business days) following the date on which all conditions set forth in Article VII that are by their nature to be specified by at the partiesClosing have been satisfied or, which shall be no later than to the second business day after extent permitted hereunder, waived, or at such other date as Parent and the satisfaction or waiver of Company may agree; provided, that the conditions set forth in Article VI (other than those VII that are by their terms are nature to be satisfied at the Closing are satisfied or to the extent permitted hereunder, waived at or prior to the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs takes place is referred to herein as the “Closing Date.”” For all tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a Certificate of Merger (the "Delaware Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and (b) delivery of a Certificate of Merger (the “"New York Certificate of Merger”") (the time of such filing with executed by Seller and Merger Sub to the Secretary of State of the State of Delaware New York (the time of such filing and delivery (or such later time as may be agreed in writing by the Company and Parent parties and specified in the Delaware Certificate of MergerMerger and New York Certificate of Merger ) being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement, the Delaware Certificate of Merger and the New York Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Kaufman & RxxxxxMoomjian, Professional CorporationLLC, located at One Market00 Xxxrles Xxxxxxrgh Boulevaxx - Xxxxx 000, Sxxxx Xitxxxx Xxxxx, Xxxxx 0000Xxx Xxxx 00000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a xx x time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Subject to the provisions of (a) Provided that this Agreement, the parties hereto Agreement shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware not prior thereto have been terminated in accordance with its express terms, the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take occur through the mail or at a place that is mutually acceptable to the Company and Acquiror, or if they fail to agree, at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Bxxxxx Xxxxxxxxxx Xxxxxxxxxx & Rxxxxx, Professional CorporationNxxxxxxxx LLP, located at One Market, Sxxxx Xxxxx200 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, XxxxxxxxxxXxxxxxxx 00000, at a time and 10:00 a.m., local time, on the date to be specified by the parties, which shall be no later than the second business day that is three (3) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article VI ARTICLE 8 and ARTICLE 9 (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) or at such other time, date time and location place as the parties hereto Company and Acquiror may agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Subject to the provisions of ARTICLE 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date a certificate of merger with the Delaware Secretary of State (the “Delaware Certificate of Merger”). The Merger shall become effective as of the date and time specified in the Delaware Certificate of Merger (the “Effective Time”). (c) The parties intend that the Closing will be effected, to the extent practicable, by conference call, the electronic delivery of documents, and, if requested by a party, the prior physical exchange of certain other documents and instruments to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in the form attached hereto as Exhibit B-1 with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “DE Certificate of Merger”) and Articles of Merger in the form attached hereto as Exhibit B-2 with the Secretary of State of the State of Florida in accordance with the relevant provisions of Florida Law (the “FL Articles of Merger”; and together with the DE Certificate of Merger (the “Certificates of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Twin Vee Inc. and Parent Twin Vee Co. and specified in the Certificate Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on or after the Closing DateDate (as defined below). Unless the context otherwise requires, the term “Agreement ” as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificates of Merger. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxBlank Rome LLP, Professional Corporation1271 Avenue of the Americas | Nxx Xxxx, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXX 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second (2nd ) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. (a) Subject to satisfaction or, to the provisions extent permitted by applicable Law, waiver of this Agreementthe closing conditions described in ARTICLE V, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at 10 a.m., New York City time, at the offices of Wxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 00000000 Xxxxxx xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXX 00000, at a time and date to be specified by on the parties, which shall be no later than the second business day after the satisfaction or waiver last Business Day of the calendar month in which all of the closing conditions set forth in Article VI ARTICLE V have been satisfied (other than those that conditions which by their terms are to nature cannot be satisfied until the Closing, but subject to the fulfillment or waiver of those conditions) or waived at in accordance with the Closing)terms of this Agreement and applicable Law, unless such conditions have not been so satisfied (other than those conditions which by their nature cannot be satisfied until the Closing but subject to the fulfillment or at waiver of those conditions) by the fifth (5th) Business Day preceding the last Business Day of such other timecalendar month, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then which case the Closing shall take place on the last Business Day of the next calendar month; provided, that, if the Closing would otherwise occur on the last Business Day of any of Buyer’s fiscal quarters, the Closing shall instead occur on the first business day on which all Business Day of the immediately succeeding quarter (or the Closing may take place at such conditions other place and time as Buyer and the Company shall have been satisfied or waivedagree in writing). The date on and time at which the Closing occurs takes place is referred to herein as the “Closing Date”. (b) At the Closing, Merger Sub and the Company shall execute, acknowledge and file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware as provided in the DGCL, and the Merger shall become effective upon such filing or at such later time as is agreed to by Buyer and the Company and is specified in the Certificate of Merger (the “Effective Time”). (c) At the Closing and immediately prior to the Effective Time, the Company shall deliver, or cause to be delivered, to Buyer and, in the case of clause (c)(iv), the Escrow Agent, the following:

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Rxxxxx, Professional CorporationXxxx LLP, located at One Market, Sxxxx 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000Chicago, Xxx Xxxxxxxxx, XxxxxxxxxxIllinois 60606-1285, at a time and date to be specified by the parties, which shall be no later than the second business day fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a the Certificate of Merger in the form attached hereto as Exhibit B with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger”) (on the Closing Date. The time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Aegis and Parent Merger Sub and specified in the Certificate of Merger) being is referred to in this Agreement as the “Effective Time”) as soon as practicable on ). The Merger will become effective at the Closing DateEffective Time. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000Xxxxxxxxx LLP, Xxx XxxxxxxxxXxxx Xxxxxx, XxxxxxxxxxXxx Xxxx, Xxx Xxxx 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) will take place via the electronic exchange of documents and signature pages (a) at 9:00 a.m. Pacific time at the offices of Gxxxxx, Dxxx & Cxxxxxxx LLP, 2000 Xxxx Xxxxxx, Suite 2100, Dallas, Texas, or through the electronic exchange of the applicable documents, using PDFs or electronics signatures, on the date on which the Acceptance Time occurs, except that if the conditions set forth in Section 8.01 are not satisfied or waived by such date (other than those conditions that by their nature are to be satisfied at the Closing Date, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions at the Merger Closing), then the Merger Closing will occur no later than the first business day on which the conditions set forth in Section 8.01 are satisfied or waived, or (b) at such other time, date or place as is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Closing Date.” Subject to the provisions terms and conditions set forth herein, a certificate of this Agreement, merger satisfying the parties hereto applicable requirements of the DGCL (the “Certificate of Merger”) shall cause be duly executed by the Company and simultaneously with the Merger to Closing shall be consummated by filing a Certificate filed with the Office of Merger with the Secretary of State of the State of Delaware in accordance Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the relevant provisions Office of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Merger) such filing, being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall execute a plan of merger (and any other documents required by the Cayman Companies Act to consummate the Merger) (the “Plan of Merger”) in form and substance reasonably acceptable to the Parties, and the Parties shall cause the Merger to be consummated by filing a Certificate registering the Plan of Merger with the Secretary of State of the State of Delaware Cayman Registrar in accordance with the relevant provisions of Delaware Law (the “Certificate Cayman Companies Act. The Merger shall become effective on the date that the Plan of Merger”) (Merger is registered by the time of such filing Cayman Registrar in accordance with the Secretary of State of the State of Delaware (Cayman Companies Act or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate Plan of Merger) being Merger (the “Effective Time”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 8.1, the Closing Date. The closing consummation of the Merger Transactions (the “Closing”) ), other than the filing of the Plan of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxGxxxxxxx Mxxxxx, Professional Corporationcounsel to Parent, located at One Market, Sxxxx Xxxxx, Xxxxx 0000400 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-1901 at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)ARTICLE IV, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files. For purposes of this Agreement, “Business Day” shall mean any day other than a Saturday or Sunday or any day on which banks located in the Cayman Islands and New York, NY are authorized or required to be closed.”

Effective Time; Closing. Subject to (a) Concurrently with the provisions of this AgreementClosing (as ----------------------- defined in Section 1.2(b)), the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of merger (the "Certificate of Merger") in accordance with Section 251 of the DGCL. The Merger shall become effective (the "Effective Time") when the Certificate of Merger has been filed with the Delaware Secretary of State or at such later time as may shall be agreed in writing upon by the Company Parent and Parent AmeriSource and specified in the Certificate of Merger. (b) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger transactions contemplated hereby (the “"Closing”") shall take place be held at the offices of Wxxxxx Fried, Frank, Harris, Xxxxxxx Xxxxxxxx & RxxxxxXxxxxxxx, Professional CorporationOne New York Plaza, located at One MarketNew York, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxNew York, at a 10:00 a.m. New York City time and date to be specified by on the parties, which shall be no later than the second fifth business day after following the satisfaction latest of: (i) the date on which the Parent Stockholders Meeting (as defined in Section 5.2(a)) (including any adjournment or waiver of postponement thereof) shall have been held, (ii) the conditions date on which the AmeriSource Stockholders Meeting (as defined in Section 5.3(a)) (including any adjournment or postponement thereof) shall have been held, (iii) the date on which the condition set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions Section 6.1(b) shall have been satisfied or waived, (iv) the date on which the condition set forth in Section 6.1(e) shall have been satisfied or waived and (v) the date on which the condition set forth in Section 6.1(f) shall have been satisfied or waived; or at such other place or time or on such other date as Parent and AmeriSource may agree. The date on which the Closing occurs takes place is referred to herein as the “"Closing Date.”"

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto (i) shall cause the Parent Merger to be consummated by filing a certificate of merger (the “Parent Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law the DGCL and (ii) shall cause the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger,” and together with the Holdco Certificate of Merger, the “Certificates of Merger”) (the time of such filing with the Secretary Department of State of the State of Delaware New York in accordance with the applicable provisions of the NYLLCL (the time of such filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Company Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 8.1, the Closing Date. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxGxxxxxxx Mxxxxx, Professional Corporationcounsel to Parent, located at One Market, Sxxxx Xxxxx, Xxxxx 0000400 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be capable of being satisfied or waived only at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Company and Merger Sub will make all such filings as may be required to consummate the Merger to be consummated by filing a Certificate of applicable Laws. The Merger with shall become effective as set forth in the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law appropriate documents (the “Certificate Articles of Merger”) (related to the time of such filing Merger that shall be filed with the Secretary Maryland State Department of State of the State of Delaware (or such later time as may be agreed in writing by the Company Assessments and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable Taxation on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger. (b) Subject to the terms and conditions of this Agreement, the closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx10:00 a.m., Professional CorporationEastern time, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at on a time and date to be specified by the parties, which shall be no later than the second business day five (5) Business Days after the satisfaction or waiver all of the conditions to the Closing set forth in Article VI 7 (other than those that by their terms are conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not ) have been satisfied or waived on in accordance with the terms hereof (such second business daydate, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date”) at the offices of the Buyer, or such other place, date or time as the parties may mutually agree. At the Closing, there shall be delivered to Buyer and Company the Articles of Merger and such other certificates and other documents required to be delivered under Article 6 hereof.”

Effective Time; Closing. (a) Subject to the provisions of this Agreement, Parent, Merger Sub and the parties hereto Company shall cause the Merger to be consummated by filing a Certificate as soon as practicable on the Closing Date Articles of Merger (the "Articles of Merger") with the Secretary of State of the State of Tennessee in accordance with the provisions of Tennessee Law. The Merger shall become effective upon the filing of Articles of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) Tennessee (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “"Effective Time”"). (b) as soon as practicable on the Closing Date. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Rxxxxx, Professional CorporationXxxx LLP, located at One Market, Sxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at the earlier of (i) 6:00 am Palo Alto, California time on the End Date and (ii) a time and date to be specified by the partiesParent, which shall be no later earlier than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI VII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date.”" "Business Day" shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in New York, New York, are authorized or obligated by Law to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a Certificate of Merger (the "DL Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and (b) filing a Certificate of Merger (the “"NY Certificate of Merger”") (the time of such filing executed by Seller and Merger Sub with the Secretary of State of the State of Delaware New York in accordance with the relevant provisions of New York Law (the time of such filings, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Certificates of Merger) , being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Certificates of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx the attorneys for Buyer and Merger Sub, Kaufman & RxxxxxMoomjian, Professional CorporationLLC, located at One Market50 Xxxxxes Xxxxxxxxh Boulevard - Xxxxx 000, Sxxxx Xxtxxxx Xxxxx, Xxxxx 0000Xxx Xxxx 00000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a xx x time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market8911 Capital of Xxxxx Xxxxxxx Xxxxx, Sxxxx XxxxxXxxxxxx 000, Xxxxx 0000, Xxx XxxxxxxxxXxxxxx, XxxxxxxxxxXxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions, which by their terms terms, are to be satisfied or waived at on the ClosingClosing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Georgia in accordance with the relevant provisions of Georgia Law (the "Certificate of Merger Merger") and a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “"Delaware Certificate of Merger”") (the time of the later of such filing with the Secretary of State of the State of Delaware filings (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization, the Certificate of Merger and the Delaware Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, on the parties Closing Date and promptly following the filing of the Blocker Companies Certificate of Merger, the Parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Company Certificate of Merger” and, together with the Blocker Companies Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) DLLCA (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Company Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 10.1, the Closing Date. The closing consummation of the Blocker Mergers and the Merger (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 at a time and date to be specified in writing by the partiesParties, which shall be no later than the second third (3rd) business day after the satisfaction or (to the extent permitted by Applicable Legal Requirements) waiver of the conditions set forth in Article VI ARTICLE VIII (other than those conditions that by their terms nature are to be satisfied or waived 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 time, date and location as the parties Parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as occurs, the “Closing Date”). The Parties agree that the Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. Subject (a) Upon the terms and subject to the provisions conditions of this Agreement, as promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later date and time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger) Merger being the “Effective Time”, which, for the avoidance of doubt, shall be the same as the effective time specified in the Certificate of Merger). (b) as soon as practicable on Upon the Closing Date. The terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall of the Merger will take place at 10:00 a.m., New York time, on the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than that is the second business day (2nd) Business Day after the satisfaction or waiver of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VI (other than those that by their terms are to be satisfied or waived XI, at the Closing)offices of Xxxxxxxxx Traurig, LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and location or place as the parties hereto shall agree to in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as occurs, the “Closing Date”).” (c) At least ten (10) Business Days prior to the anticipated Closing Date, each of Boulevard, the Company and Newco shall deliver to each other a reasonably detailed summary of the Estimated Closing Transaction Expenses of such party (including those that were incurred and already paid and those that remain outstanding), indicating for each payee the amount already paid (and the date of payment) and the amount that remains to be paid and including invoices or other supporting material for each such outstanding amount. Unless otherwise agreed by the parties, these summaries of Estimated Closing Transaction Expenses shall be used in determining satisfaction of the condition set forth in Section 11.1(h).

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause the Merger Mergers to be consummated by filing a Certificate Certificates of Merger (the “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) DGCL and DLLCA (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company Kitara Media, NYPG and Parent Ascend and specified in the Certificate Certificates of Merger) Merger being the “Effective Time” and the date of such filing being the “Effective Date”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 9.1, the Closing Date. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Ascend, located at One Market000 Xxxxxxxxx Xxxxxx, Sxxxx 00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the second fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VII, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market600 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California or Denver, Colorado, are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions terms and conditions of this Agreement, as soon as practicable following the parties Closing on the Closing Date (defined below), the Parties hereto shall cause the Initial Merger to be consummated by filing a Certificate of Merger (the “Initial Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of the Delaware Law (the “Certificate of Merger”) Laws (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Initial Certificate of Merger) , being the “Initial Effective Time”). Immediately following the Initial Effective Time, the Parties shall cause the Final Merger to be consummated by filing a Certificate of Merger (the “Final Certificate of Merger” and, together with the Initial Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the Delaware Laws (the time of such filing, or such later time as soon as practicable on may be agreed in writing by Company and Parent and specified in the Closing DateFinal Certificate of Merger, being the “Final Effective Time”). The closing Unless this Agreement shall have been terminated pursuant to Section 7.1, the consummation of the Merger (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent, located at One MarketThe Chrysler Building, Sxxxx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx 00000-0000 or by electronic exchange of deliverables and release of signatures at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction thereof at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate the Articles of Merger merger (the "Articles of Merger") with the Secretary of State of the State of Delaware New Hampshire in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) New Hampshire law (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Articles of Merger) , being the “"Effective Time”," and the date on which the Effective Time occurs being the "Effective Date") as soon as practicable on the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Articles of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Ropes & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxx, at a time and date to be specified by the parties, which shall be no later than the second business 35th day after the satisfaction or waiver of the conditions set forth in Article VI 6 (other than those that by their terms are delivery of items to be satisfied or waived delivered at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date"). At the Closing, (a) the Company shall deliver to the Parent the various Articles and instruments required under Article 6, (b) the Parent and Merger Sub shall deliver to the Company the various Articles and instruments required under Article 6, and (c) the Company and Merger Sub shall execute and file with the Secretary of the State of New Hampshire the Articles of Merger.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in the form attached hereto as Exhibit B with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Callisto and Parent Synergy and specified in the Certificate of Merger) being referred to herein as the “Effective Time”) as soon as practicable on or after the Closing DateDate (as defined below). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 000000 Xxxxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second (2nd) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) DLLCA (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company Andover Games and Parent Ascend and specified in the Certificate of Merger) Merger being the “Effective Time” and the date of such filing being the “Effective Date”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 8.1, the Closing Date. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificate of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Ascend, located at One Market000 Xxxxxxxxx Xxxxxx, Sxxxx 00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the second fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. Subject (a) As promptly as practicable, but in no event later than three (3) Business Days, or such other time and date as Parent and the Company may agree, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the provisions satisfaction or, if permissible, waiver of this Agreementsuch conditions at the Closing), the parties hereto shall cause the Merger to be consummated by the filing of a certificate of merger (the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed and acknowledged in accordance with with, the relevant provisions of Delaware Law the DGCL and mutually agreed by the parties hereto (the “date and time of the filing of such Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware Merger (or such later time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger) being the “Effective Time”). (b) as soon as practicable on the Closing Date. The closing Immediately prior to such filing of the Certificate of Merger in accordance with Section 2.02(a), the closing (the “Closing”) shall take place at remotely by electronic exchange of executed documents for the offices purpose of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waivedVIII. The date on which the Closing occurs shall occur is referred to herein as the “Closing Date.” (c) On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement and the Legend Transaction Documents, the parties hereto shall cause the transactions contemplated by the Legend Transaction Documents to be consummated immediately following the Closing.

Effective Time; Closing. Subject As soon as practicable on or after ----------------------- the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Parent and Company and Parent and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”) as soon as practicable on the Closing Date"). The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One MarketXxx Xxxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a date and time and date to be specified by the partiesParent and Company, which shall be no later than the second business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Parent and Company shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “"Closing Date.”"

Effective Time; Closing. Subject to the provisions of (a) Provided that this Agreement, the parties hereto Agreement shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware not prior thereto have been terminated in accordance with its express terms, the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take occur through the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Rxxxxx, Professional CorporationXxxxxxxxx LLP, located at One Market, Sxxxx Xxxxx000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, XxxxxxxxxxXxxxxxxx 00000, at a time and 10:00 a.m., local time, on the date to be specified by the parties, which shall be no later than the second business day that is within ten (10) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article VI 8 and Article 9 (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) or at such other time, date time and location place as Acquiror and the parties hereto Company may agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Notwithstanding the preceding, if the Closing Date would fall on a date that is after December 15, 2014, the parties agree that the Closing Date will be no earlier than January 2, 2015. Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Closing Date articles of merger with the Nevada Secretary of State (the “Nevada Articles of Merger”), and a certificate of merger with the Delaware Secretary of State (the “Delaware Certificate of Merger”), in each case executed in accordance with applicable Legal Requirements. The Merger shall become effective as of the date and time to be agreed upon by the parties and specified in the Nevada Articles of Merger and the Delaware Certificate of Merger (the “Effective Time”).

Effective Time; Closing. (a) Subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with on the relevant provisions Merger Closing Date, a properly executed Certificate of Delaware Law Merger (the “Certificate of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the DGCL (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on the Closing Date). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules and exhibits hereto (including the Company Disclosure Schedule and the Parent Disclosure Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Article VI, the closing of the Merger (the “Merger Closing”) shall occur concurrently with the CEA Closing and shall take place at the offices of Wxxxxx Xxxxx Xxxx LLP, counsel to the Company, at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx00000, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)V, or at such other time, date and location as the parties hereto agree in writingwriting (the “Merger Closing Date”); provided, however, that, provided that if all the such conditions set forth in Article VI shall not to closing have been satisfied or waived prior to such time, the parties acknowledge that the Merger Closing Date will occur on such second business dayOctober 1, then 2010 except as otherwise agreed to by the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Dateparties.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxxxxx Xxxxxxx, Professional CorporationLLP, located at One Market0000 Xxxxxxxxxx Xxxxxx, Sxxxx 0xx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware Mississippi and the Secretary of State of the State of Florida, as provided in accordance with the relevant provisions MBCA and FBCA, on the Closing Date. The Merger shall become effective at such time as the Articles of Delaware Law (the “Certificate of Merger”) (the time of such filing Merger are duly filed with the Secretary of State of the State of Delaware (Mississippi and the Secretary of State of the State of Florida, or at such later time as may be is agreed in writing by between the Company and Parent Parties and specified in the Certificate Articles of Merger) being Merger in accordance with the relevant provisions of the MBCA and FBCA (such date and time is hereinafter referred to as the “Effective Time”). (b) as soon as practicable on the Closing Date. The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place at on a date determined by FBMS and reasonably acceptable to FFB (the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties“Closing Date”), which shall be no later than the second business day within thirty (30) days after the satisfaction or waiver all of the conditions to the Closing set forth in Article VI (other than those conditions that by their terms nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not ) have been satisfied or waived on (to the extent permitted by applicable Law) in accordance with the terms hereof, at the offices of Axxxxx & Bird LLP, One Atlantic Center, 1000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such second business dayother place, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein and time as the “Closing DateParties may mutually agree. At the Closing, there shall be delivered to FBMS and FFB the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.”

Effective Time; Closing. Subject As soon as practicable on or after the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Parent and Company and Parent and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”) as soon as practicable on the Closing Date"). The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One MarketXxx Xxxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a date and time and date to be specified by the partiesParent and Company, which shall be no later than the second business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Parent and Company shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “"Closing Date.”"

Effective Time; Closing. Subject (a) As soon as practicable on the Closing Date, and subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The . (b) Subject to the satisfaction or, to the extent permitted by applicable law, waiver of all the conditions to closing contained in Article VI hereof (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000Xxxx LLP, Xxx XxxxxxxxxXxxxxx Xxxxxx, XxxxxxxxxxXxxxxx, at a time and date to be specified by the partiesXX 00000, which shall be no later than the second third business day after the satisfaction or or, to the extent permitted by applicable law, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at Sections 6.1(a) and 6.1(c), but not before June 15, 2006 unless the Closing)parties otherwise agree in writing, or at such other time, date and location as the parties hereto may agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx & Xxxxxxx Xxxxxxxx & Rxxxxx, Professional CorporationLLP, located at One MarketXxxx Xxxxxxx Tower, Sxxxx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 0000Xxxxxx, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxxxxx 00000, at a time and date to be specified by the parties, which shall be no later than the second business day first (1st) Business Day after the satisfaction or or, to the extent permitted by law, waiver by the party entitled to the benefit thereof of the conditions set forth in Article VI VII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 11:59 p.m. Eastern Time on a date to be designated by Parent which shall not be more than two (2) Business Days after the provisions date on which the last of the conditions set forth in ‎Article VI and ‎Article VII have been satisfied or waived in writing (except for conditions which in accordance with their terms must be satisfied at the Closing) or at such other date, time or location as Company and Parent may mutually agree, but in no event earlier than October 3, 2016. The date on which the Closing actually takes place is referred to in this AgreementAgreement as the “Closing Date.” On the Closing Date, a certificate of merger satisfying the applicable requirements of the DGCL and the NYBCL in a form mutually acceptable to the parties hereto (the “Certificate of Merger”) shall cause be duly executed by Company and filed with the Secretary of State of the State of Delaware and New York. The Merger to be consummated by shall become effective at the time specified in the Certificate of Merger, or if no such time is specified, at the time of the filing a of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and New York (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on ). For all purposes, all of the document deliveries and other actions to occur at the Closing Date. The closing of the Merger (the “Closing”) shall take place will be conclusively presumed to have occurred at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other same time, date and location as immediately before the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateEffective Time.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause (a) the Parent Merger to be consummated by filing a Certificate of Merger (the “Parent Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law law and (b) the “Certificate Company Merger to be consummated by filing an Articles of Merger”) (the time of such filing Merger with the Secretary of State of the State of Delaware Georgia in accordance with the applicable provisions of Georgia law (the “Company Articles of Merger”) (the time of the later of such filings, or such later time as may be agreed in writing by the Company and Parent and specified in the Parent Certificate of Merger and the Company Articles of Merger) , being the “Effective Time”) as soon as practicable on the Closing Date). The closing term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Parent Certificate of Merger and the Company Articles of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent and Holdco, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or emailed “.pdf” file.”

Effective Time; Closing. Subject to The Merger shall become effective upon the provisions occurrence of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Articles of Merger with the Secretary of State of the State of Delaware Tennessee pursuant to the TBCA, unless a later date and time is specified as the effective time in accordance with the relevant provisions such Articles of Delaware Law Merger (the “Certificate "Effective Time"). A closing of Merger”this Agreement (the "Closing") shall take place immediately prior to the Effective Time at 11:00 a.m., Nashville, Tennessee Time, on or after the fifth Business Day following the satisfaction or waiver, to the extent permitted hereunder, of the conditions to the consummation of the Merger specified in Articles 7 and 8 of this Agreement (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing) (the time "Closing Date"), at the offices of Gullett, Sanford, Xxxxxxxx & Xxxxxx, 000 Xxxxxx Xxxxxx, Xxxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, or at such other place, at such other time, or on such other date (which date shall not be later than August 15, 1998) as the parties may mutually agree upon. At the Closing, there shall be delivered to MCSC, MTAC and the Stockholders the opinions, certificates and other documents, as applicable, required to be delivered under Articles 7 and 8 hereof. Subject to the fulfillment or waiver at or prior to the Closing of the conditions to its obligations set forth in Articles 7 and 8, at the Closing each of MTAC and CMS shall execute and deliver Articles of Merger for filing with the Secretary of State of the State of Delaware Tennessee. For purposes of this Agreement, a "Business Day" shall be any day (except a Saturday or such later time as may be agreed in writing by the Company and Parent and specified Sunday) during which banks in the Certificate State of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms Tennessee are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Dateopen for business.”

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the Merger (the “Closing”) will take place on a Business Day (as defined below) as promptly as practicable after the execution and delivery hereof by the parties hereto, but not later than one (1) Business Day following satisfaction or waiver of the conditions set forth in Article VI hereof, at the offices of Cornerstone OnDemand, Inc., 0000 Xxxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx, Xxxxx Xxxxxx, XX 00000, unless another time or place is mutually agreed upon in writing by Parent and the Company; provided, however, that the Closing shall not occur on a date that is during the last ten (10) Business Days prior to the provisions last Business Day of this Agreementa fiscal quarter of Parent. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, in substantially the form attached hereto as Exhibit E (the “Certificate of Merger”), with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of Delaware Law (the “time of the filing of such Certificate of Merger”) (, or the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and effectiveness thereof that is specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxxtherein, Professional Corporationif different, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateEffective Time”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate the Articles of Merger merger (the "Articles of Merger") with the Secretary of State of the State of Delaware New Hampshire in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) New Hampshire law (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Articles of Merger) , being the “"Effective Time”," and the date on which the Effective Time occurs being the "Effective Date") as soon as practicable on the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Articles of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Ropes & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxGray, at a time and date to be specified by the partiesparxxxx, which shall be no later than the second business 35th day after the satisfaction or waiver of the conditions set forth in Article VI 6 (other than those that by their terms are delivery of items to be satisfied or waived delivered at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date"). At the Closing, (a) the Company shall deliver to the Parent the various Articles and instruments required under Article 6, (b) the Parent and Merger Sub shall deliver to the Company the various Articles and instruments required under Article 6, and (c) the Company and Merger Sub shall execute and file with the Secretary of the State of New Hampshire the Articles of Merger.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California or Denver, Colorado, are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, substantially in the form attached hereto as Exhibit D (the “Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place will be coordinated by means of overnight delivery, electronic mail or facsimile (rather than by means of the attendance of the parties hereto in person) at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx, at a time and date to be specified by Xxxxxxxxxx on the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Articles of Merger with the Secretary of State of the State of Iowa in accordance with the relevant provisions of the ICA, 2007 Iowa Code Chapter 499, and 2007 Iowa Code Section 501A.1101 and the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law General Corporation Law, as the case may be, (the “Certificate Articles of Merger”) (the time of such filing with the Secretary of State of the State of Iowa and the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate Articles of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date, but in no event later than the next business day following the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx0000 Xxxxx Xx., Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxx XX 00000, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions which by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Article IX, and subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or written waiver of the conditions set forth in Article VI VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) (the second business day after the date of such satisfaction or waiver, the “Material Condition Satisfaction Date”); provided, however, that if the Material Condition Satisfaction Date occurs after June 19, 2012, then the Closing shall be on the later of (i) July 2, 2012 and (ii) the second business day after the satisfaction or written waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as Parent and the parties hereto Company agree upon in writing; providedprovided further, however, that if all of the conditions set forth in Article VI shall not VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived on such second business dayor prior to June 17, 2012, then the condition set forth in Section 7.2(d) shall be deemed to be satisfied as of the Closing Date and shall take place on the first business day on which all such conditions shall have been satisfied be of no further force or waivedeffect. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a Certificate Articles of Merger (the “Articles of Merger”) with the Secretary of State of the State of Nevada in accordance with the applicable provisions of Nevada law and (b) filing with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law the DGCL a Certificate of Merger (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by the Company and Parent Delcorp and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Delcorp Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Delcorp, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 or at such other place as the parties mutually agree in writing at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. Subject The closing of the transactions contemplated by this Agreement and the First Merger (the “Closing”) will take place by electronic communications and transmission of PDF documents on a date to be mutually agreed by Parent and the Company which shall not be more than two (2) Business Days after the date on which the last to be satisfied of all of the conditions set forth in Section 7 has been satisfied or, to the provisions extent permissible, waived in writing by the parties or party entitled to the benefit thereof (except for conditions which in accordance with their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, written waiver by the parties or parties entitled to the benefit of this Agreementsuch conditions) or at such other date, time or location as the Company and Parent may mutually agree, in each case, with original documents being exchanged contemporaneously with or promptly after the Closing, where applicable and necessary. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the First Merger to be consummated by (i) filing a certificate of merger substantially in the form attached hereto as Exhibit C (the “First Merger Certificate of Merger Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant provisions of Delaware Law the DGCL and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” shall mean the time of the filing of the First Merger Certificate of Merger”) (, or, if different, the time of such filing with the Secretary of State effectiveness thereof that is specified therein. For all purposes, all of the State of Delaware (or such later time as may document deliveries and other actions to occur at the Closing will be agreed in writing by conclusively presumed to have occurred at the Company and Parent and specified in same time, immediately before the Certificate of Merger) being the “First Merger Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “"Certificate of -------------- Merger”") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in ------- writing by the Company and Parent and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”") as soon as practicable on or --------------- after the Closing DateDate (as defined below). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this --------- Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, ------- Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second (2/nd/) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)---------- hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “"Closing Date.”"). ------------

Effective Time; Closing. Subject to Unless this Agreement shall have been terminated, as promptly as practicable after the provisions satisfaction or, if permissible, waiver of this Agreementthe conditions set forth in Sections 8.0 and 9.0, the parties hereto shall cause the Merger to be consummated by filing (i) a Certificate of Merger with (the "Certificate of Merger") in the Office of the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of Delaware Law the DLLCA, and (ii) Articles of Merger (the “Certificate "Articles of Merger”") (the time of such filing with the Secretary Department of State of the State of Delaware (Florida, in such form as is required by, and executed in accordance with, the relevant provisions of the FGCA. The Merger shall become effective upon filing of the Certificate of Merger or at such later time thereafter as may be agreed in writing by the Company and Parent and specified is provided in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “"Effective Time"). Prior to such filing, a closing (the "Closing”") shall take place be held at the offices of Wxxxxx Xxxx, Xxxx & Xxxxx, 00 Xxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx XxxxxXxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, XxxxxxxxxxXxxxxxxx, or such other place as the parties shall agree. The closing shall occur at a time and date to be specified by 10:00 A.M., local time, on the parties, which shall be no later than the second third business day after the satisfaction or waiver last of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date Sections 8.0 and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI 9.0 shall not have been satisfied or waived on or such second business daylater date as determined by the mutual agreement of the Survivor and the Company but shall not be later than January 31, then 2000 or, if this Agreement is terminated, the Closing closing shall take place on the first business day on which all not occur. Throughout this Agreement, such conditions shall have been satisfied or waived. The date on which the Closing occurs closing is referred to herein as the “"Closing" and such date and time are referred to as the "Closing Date.”"

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware Tennessee, as provided in accordance with the relevant provisions TBCA, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Delaware Law (the “Certificate of Merger”) (the time of such filing Merger are duly filed with the Secretary of State of the State of Delaware (Tennessee, or at such later time as may be is agreed in writing by between the Company and Parent Parties and specified in the Certificate Articles of Merger) being Merger in accordance with the relevant provisions of the TBCA (such date and time is hereinafter referred to as the “Effective Time”). (b) as soon as practicable on the Closing Date. The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place at on a date determined by SMBK and reasonably acceptable to PFG (the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties“Closing Date”), which shall be no later than the second business day within 30 days after the satisfaction or waiver all of the conditions to the Closing set forth in Article VI (other than those conditions that by their terms nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not ) have been satisfied or waived on (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of SMBK at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, 00000, or such second business dayother place, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein date, and time as the “Closing DateParties may mutually agree. At or prior to the Closing, there shall be delivered to SMBK and PFG the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.”

Effective Time; Closing. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on or after the Closing Date, the parties hereto shall cause the Merger Transactions to be consummated by filing (a)(i) a certificate of merger (the “Delaware Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law the DGCL and (ii) a plan of merger (the “Plan of Merger” and, together with the Delaware Certificate of Merger, the “Certificates of Merger”) with the Cayman Islands Registrar of Companies in accordance with the applicable provisions of the Companies Law (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent Sino and specified in the Certificate Plan of Merger) Merger being the “Effective Time”); and (b) at the Effective Time, shall cause the consummation of the Share Exchange as soon as practicable on the Closing Dateprovided herein. The closing consummation of each of the Merger and Share Exchange is conditioned upon the consummation of the other. Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the Transactions (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Sino, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx 00000, at a time and date to be specified by the parties, which shall be no later than the second third (3rd) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Article VII hereof, the provisions closing of this Agreementthe First Step Merger (the “Closing”) will take place as promptly as practicable after the execution and delivery hereof by the parties hereto, and following satisfaction or waiver of the conditions set forth in Article VI hereof, at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another time or place is mutually agreed upon in writing by Saturn and Nova. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the First Step Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware (the “First Step Certificate of Merger”), in accordance with the relevant applicable provisions of Delaware Law (the “Certificate time of Merger”) (the time acceptance of such filing by the Secretary of State of the State of Delaware or such later time as may be mutually agreed in writing by Nova and Saturn and specified in the First Step Certificate of Merger shall be referred to herein as the “Effective Time”). As soon as practicable after the Effective Time, Saturn shall cause the Second Step Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware (the “Second Step Certificate of Merger,” and with the First Step Merger Certificate, the “Certificates of Merger”), in accordance with the applicable provisions of Delaware Law and the LLC Act (the time of the acceptance of such filing by the Secretary of State of the State of Delaware or such later time as may be mutually agreed in writing by the Company Nova and Parent Saturn and specified in the Second Step Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateSecond Step Merger Effective Time”).”

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger to be consummated and the Bank Merger by filing a Certificate applicable Laws. The Merger shall become effective as set forth in the articles of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law merger (the “Certificate Articles of Merger”) related to the Merger, which will include the plan of merger (the time “Plan of such filing Merger”), that shall be filed with the Secretary of State of the State of Delaware (or such later time WDFI-Corporations, as may be agreed in writing by the Company and Parent and specified provided in the Certificate of Merger) being the “Effective Time”) as soon as practicable WBCL, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be the Friday before the earliest practicable conversion date, or such other date and time as the Parties may mutually agree. (b) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Axxxxx & RxxxxxBird LLP, Professional CorporationOne Atlantic Center, located at One Market1000 Xxxx Xxxxxxxxx Xxxxxx, Sxxxx XxxxxXxxxxxx, Xxxxx 0000XX 00000, Xxx Xxxxxxxxxor such other place as the Parties may mutually agree. At the Closing, Xxxxxxxxxx, at a time there shall be delivered to BFC and date PCB the Articles of Merger and such other certificates and other documents required to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in delivered under Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateVI.”

Effective Time; Closing. Subject to Upon completion of the provisions of this AgreementClosing on the Closing Date, the parties hereto Parties shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the “Secretary of State”) a certificate of ownership and merger (the “Certificate of Merger”) in such form as is required by and executed in accordance with Section 253 of the DGCL. The Merger shall become effective (the “Effective Time”) at 11:58 p.m. on the date when the Certificate of Merger is filed with the Secretary of State or at such later time and date as may shall be agreed in writing upon by the Company Parent and Parent Sub and specified in the Certificate of Merger) being . Prior to the “Effective Time”) as soon as practicable on filing referred to in this Section 2.2, the Closing Date. The closing of the Merger (the “Closing”) shall take place be held at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx & RxxxxxXxxxxx LLP, Professional CorporationRaleigh, located at One MarketNorth Carolina, Sxxxx Xxxxxor such other place as the Parties may agree, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at on a time and date to be specified by Parent (provided that such date is, absent Sub’s concurrence, no more than five Business Days following the parties, first date upon which shall be no later than the second business day after the satisfaction or waiver of the all conditions set forth in Article VI (other than those that by their terms are to the conditions which may be satisfied solely by the delivery of documentation within the control of the Party required to deliver such documentation) have been satisfied or waived at the Closingwaived), or at such other timedate as Parent and Sub may agree, date and location as the parties hereto agree in writing; provided, however, provided that if all the conditions set forth in Article VI shall not have been satisfied or waived on at or prior to such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waiveddate. The date on which the Closing occurs takes place is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, substantially in the form attached hereto as Exhibit G (the “Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “time and date when the Certificate of Merger”) (the time of such Merger has been accepted for filing with the Secretary of State of the State of Delaware (or such later time and date as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Section 9.1, and subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Articles of Merger with the Secretary of State of the State of Delaware Nevada in accordance with the relevant provisions of Delaware Nevada Law (the “Certificate Articles of Merger”) (the date and time of such filing with the Secretary of State of the State of Delaware Nevada (or such later date and time as may be agreed in writing by the Company and Parent and specified in the Certificate Articles of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties (the “Closing Date”), which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI ARTICLE VII (other than those that by their terms are to be satisfied or waived at the Closing but subject to their satisfaction or waiver at or prior to the Closing), or at such other time, date and location as Parent and the parties hereto Company agree upon in writing; provided, however, that if all the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI shall not have been ARTICLE VII (other than those conditions that by their terms are to be satisfied or waived on such second business dayat the Closing), then the Closing shall take place occur on the first date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) one (1) business day before or during the Marketing Period specified by Parent on which all such conditions shall have been satisfied or waived. The date on which no less than two (2) business days notice to the Closing occurs is referred to herein as Company and (b) the “Closing Datesecond business day after the final day of the Marketing Period.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Rxxxxx, Professional CorporationXxxx LLP, located at One Market, Sxxxx 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000Chicago, Xxx Xxxxxxxxx, XxxxxxxxxxIllinois 60606-1285, at a time and date to be specified by the parties, which shall be no later than the second business day fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in Chicago, Illinois, United States or Paris, France are authorized or obligated by law or executive order to close.

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto Buyer and Company shall cause make all such filings as may be required to consummate the Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger related to the Merger (the “Articles of Merger”) that shall be consummated by filing a Certificate of Merger filed with the Secretary of State the Commonwealth of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable Massachusetts on the Closing Date. The “Effective Time” of the Merger shall be the date and time when the Merger becomes effective as set forth in the Articles of Merger. (b) The closing of the Merger (the “Closing”) shall take place immediately prior to the Effective Time by the electronic (PDF), facsimile, or overnight courier exchange of executed documents or at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxx Xxxxxx LLP, Professional Corporation, located at One Market, Sxxxx Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 0000Xxxxxx, Xxx XxxxxxxxxXX 00000, Xxxxxxxxxxon or before November 30, at a time and date to be specified by the parties, which shall be no later than the second business day after 2018 assuming the satisfaction or waiver (subject to applicable law) of the conditions set forth in Article VI (the “Closing Conditions”), 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 (the “Closing Date”), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall Closing Conditions are not have been satisfied or waived on such second business dayuntil after November 30, then 2018, the Closing Date shall take place on occur no later than five (5) Business Days after such satisfaction or waiver (unless otherwise agreed to by the first business day on which all such conditions parties). At the Closing, there shall have been satisfied or waived. The date on which be delivered to Buyer and Company the Closing occurs is referred certificates and other documents required to herein as the “Closing Datebe delivered under Article VI of this Agreement.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger, and such other articles, certificates or other appropriate filing documents with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (collectively, the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions which, by their terms terms, are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”a) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at as promptly as practicable (but in no event later than the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxxsecond (2nd) Business Day or, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date in the event the last condition to be specified by satisfied is the partiescondition set forth in Section 7.02(f), which shall be no later than the second business day fifth (5th) Business Day) after the satisfaction or waiver all of the conditions set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied at the consummation of the Merger) shall have been satisfied or waived by the party entitled to the benefit of the same, and, subject to the foregoing, shall take place at such time and on a date to be specified by the parties (the “Closing Date”). The Closing shall take place at the Closing)offices of Hunton & Wxxxxxxx LLP, 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other time, date and location place as the parties hereto may mutually agree upon. At the Closing, there shall be delivered to Acquiror and the Company the certificates and other documents required to be delivered under Article VII hereof. For avoidance of doubt, the failure by a party to perform all of its obligations required to be performed in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then connection with the Closing shall take place on be deemed to be a breach of a covenant by such party for purposes of Section 8.01(c)(ii) or Section 8.01(d)(i), as applicable. (b) At the first business day on which all Closing, the parties shall cause Articles of Merger (the “Articles of Merger”) to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to the MGCL. The Merger provided for herein shall become effective at such conditions shall time as the Articles of Merger have been satisfied accepted for record by the SDAT, or waived. The such later time (not to exceed 30 days from the date on which the Closing occurs is referred to herein as Articles of Merger are accepted for record by the SDAT) designated by the parties in the Articles of Merger, in accordance with the MGCL (the “Closing DateEffective Time”).”

Effective Time; Closing. Subject to On the provisions of this AgreementClosing Date (as defined below), Merger Sub and the parties hereto shall Company will cause the Merger to be consummated by the filing of a certificate of merger (the “Delaware Certificate of Merger Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of Delaware Law the DGCL, and a certificate of merger (the “Texas Certificate of Merger” and together with the Delaware Certificate of Merger, the “Certificates of Merger”) (the time of such filing with the Secretary of State of Texas, in accordance with the State applicable provisions of Delaware the TBOC (the time of such filings, or such later time as may be agreed in writing by Parent and the Company and Parent and specified in the Certificate Certificates of Merger) , being the “Effective Time”) as soon as practicable on ). Subject to the Closing Date. The provisions of ARTICLE VII of this Agreement, the closing of the transactions contemplated by this Agreement, including the Merger (the “Closing”) shall ), will take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxxremotely, at a time and date to be specified determined by the partiesParties, which shall be but in no event later than the second business day after (2nd) Business Day following the satisfaction or waiver of each of the conditions set forth in Article ARTICLE VI hereof (other than those that by their terms are to conditions which can be satisfied or waived only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time, date time and location place as may be agreed to by Parent and the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as Company (the “Closing Date”). Subject to the provisions of ARTICLE VII of this Agreement, the failure to consummate the Closing on the date and time determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx0000 X Xxxxxx XX, Xxxxxxxxxx, X.X. 00000, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI V (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent prior to the Closing and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than three (3) Business Days 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 on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxx & Xxxxxxx, 000 Xxxxxxxx & RxxxxxXxxxxx XX, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx D.C., at 8:00 a.m. (Pacific Time) on the Closing Date. At the written request of Parent, the Company shall cause T-System, Inc. to timely deliver a time written notice to the Seller Representative (as defined in the TrustHCS Agreement) pursuant to Section 2.1(a) of the TrustHCS Agreement designating the Closing Date (as defined herein) as the Closing Date (as such term is defined in the TrustHCS Agreement) for purposes of the TrustHCS Agreement, such that Parent will have the right to cause the TrustHCS Acquisition and date the Transactions to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place consummated on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Datesame date.”

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time Georgia, as may be agreed in writing by the Company and Parent and specified provided in the Certificate of Merger) being the “Effective Time”) as soon as practicable GBCC, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof. (b) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Xxxxxx & RxxxxxBird LLP, Professional CorporationOne Atlantic Center, located at One Market0000 Xxxx Xxxxxxxxx Xxxxxx, Sxxxx XxxxxXxxxxxx, Xxxxx 0000XX 00000, Xxx Xxxxxxxxxor such other place as the Parties may mutually agree. At the Closing, Xxxxxxxxxx, at a time there shall be delivered to CBAN and date LBC the Articles of Merger and such other certificates and other documents required to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in delivered under Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateVI.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx Xxxxxxxxxx 00000-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or or, to the extent permitted by law, waiver by the party entitled to the benefit thereof of the conditions set forth in Article VI VII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject (a) Upon the terms and subject to the provisions conditions of this Agreement, as promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the "Certificate of Merger Merger") with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later date and time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger) Merger being the “"Effective Time”", which, for the avoidance of doubt, shall be the same as the effective time specified in the Certificate of Merger). (b) as soon as practicable on Upon the Closing Date. The terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger (the “Closing”) shall will take place at 10:00 a.m., New York time, on the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than that is the second business day (2nd) Business Day after the satisfaction or waiver of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VI (other than those that by their terms are to be satisfied or waived XI, at the Closing)offices of Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and location or place as the parties hereto shall agree to in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as occurs, the “"Closing Date").” (c) At least ten (10) Business Days prior to the anticipated Closing Date, each of Boulevard, the Company and Newco shall deliver to each other a reasonably detailed summary of the Estimated Closing Transaction Expenses of such party (including those that were incurred and already paid and those that remain outstanding), indicating for each payee the amount already paid (and the date of payment) and the amount that remains to be paid and including invoices or other supporting material for each such outstanding amount. Unless otherwise agreed by the parties, these summaries of Estimated Closing Transaction Expenses shall be used in determining satisfaction of the condition set forth in Section 11.1(h).

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market8911 Capital of Txxxx Xxxxxxx Xxxxx, Sxxxx XxxxxXxxxxxx 000, Xxxxx 0000, Xxx XxxxxxxxxXxxxxx, XxxxxxxxxxXxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions, which by their terms terms, are to be satisfied or waived at on the ClosingClosing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Xxxxxx & Rxxxxx, Professional CorporationXxxxxxx, located at One Market, Sxxxx Xxxxx000 X. Xxxxx Xx., Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions Parent has complied with its obligations set forth in Article VI shall not have been satisfied or waived on such second business daythe first and sixth sentences in Section 5.1, then without the prior written consent of Parent, the Closing shall take place not occur on a date that is during the first business day on which all such conditions shall have been satisfied or waivedlast 15 Business Days prior to the last Business Day of a fiscal quarter of Parent. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Certificates of Merger in the forms attached hereto as Exhibit B with the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL and the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate Certificates of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent MM and specified in the Certificate Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on the Closing Date. The Merger will become effective at the Effective Time. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Pxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000600 Xxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second business day (2nd) Business Day after 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 or waived at the Closing, but subject to the satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject Unless this Agreement shall have been terminated pursuant to Article 8, upon the provisions of this Agreementterms and conditions set forth herein, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall will take place (a) at the offices of Wxxxxx Xxxxxxx Gxxxxxxxx Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & RxxxxxHxxxxxxxx, Professional CorporationLLP, located at One Market, Sxxxx Xxxxx3000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 0000000, Xxx XxxxxxxxxXxxxx, Xxxxxxxxxx, at a time and date to be specified or by the partiesexchange of documents (with signatures) by electronic transmission, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver day on which the last of the conditions set forth in Article VI 7 (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 such conditions at the Closing) has been satisfied or waived (and all such conditions remain satisfied or waived on such Business Day) in accordance with this Agreement or (b) at such other time, date or place is agreed to in writing by Parent and location as the parties hereto agree in writingCompany; provided, however, that if all the conditions set forth in Article VI Parent shall not have been satisfied or waived on such second business day, then be required to consummate the Closing shall take place on prior to the first business day on which all such conditions shall have been satisfied or waiveddate that is 30 Business Days after the date hereof. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date.” Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as shall be agreed by Parent and the Company and specified in such filing, being the “Effective Time”).