Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto), the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the “Closing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or such other place as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a 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 closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)counsel to Parent, 000 Xxxxxxxxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (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, or at such other place time, date and location as the parties hereto may agreeagree in writing (the "Closing Date"). The date on which the Closing shall occur is referred to herein as the “Closing Datesignatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly as practicable and Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in no event later than the second business day following the satisfaction or, if permissible, waiver case of the conditions set forth in Article VII (or such other date as may be agreed in writing by Second-Step Merger, TIBCO, shall cause each of the parties hereto)Forward Merger, the parties hereto shall cause (a) the Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger (merger, in such appropriate form as determined by the “Certificate of Merger”) parties, with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by each of the parties hereto Talarian and TIBCO and specified in the such Certificate of Merger) being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior to the filing The closing of the Certificate of Merger, a closing Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxVenture Law Group, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (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, or at such other place time, date and location as the parties hereto may agree). The date on which agree in writing (the Closing shall occur is referred to herein as the “"Closing Date").”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe “Certificate of Merger”) (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term “Agreement” as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxxxx xxx Xxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000 (at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules hereto (including Company Schedule and Parent Schedule). Unless this Agreement shall have been terminated and the Merger herein contemplated shall have been abandoned pursuant to Section 7.1, the closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Winthrop, Stimson, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxx Xxxxx, Xxxxx Xxx Xxxx, 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 after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which agree in writing (the Closing shall occur is referred to herein as the “"Closing Date").”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a 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 closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)counsel to Parent, 000 Xxxxxxxxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (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, or at such other place time, date and location as the parties hereto may agreeagree in writing (the "Closing Date"). The date on which the Closing shall occur is referred to herein as the “Closing Datesignatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly Subject to the conditions of this Agreement, as soon as practicable and in no event later than on or after the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII Closing Date (or such other date as may be agreed in writing by each of the parties heretohereinafter defined), the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate Certificate of merger Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, with the relevant applicable provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto SG Blocks and CDSI and specified in the Certificate of MergerMerger being the “Effective Time” and the date of such filing being the “Effective Date”). Immediately prior Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificate of Merger, a closing (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)counsel to CDSI, 000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. As promptly Subject to the conditions of this Agreement, as soon as practicable and in no event later than on or after the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII Closing Date (or such other date as may be agreed in writing by each of the parties heretohereinafter defined), the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant applicable provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of MergerMerger being the “Effective Time”). Immediately prior Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificate of Merger, a closing (the “Closing”) will be held shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Parent, 400 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third (3rd) business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed California in accordance with, with the relevant provisions of the DGCL and CGCL a certified copy of this Agreement (bthe “Certificate of Merger”) (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (California, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term “Agreement” as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a 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 closing of the Merger (the “Closing”) will be held shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Parent, The Chrysler Building, 400 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (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, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly as practicable and in no event later than Subject to the second business day following the satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto), this Agreement the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) , in the form of EXHIBIT A hereto, with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, with the relevant provisions of Delaware Law (the DGCL and "Certificate of Merger") (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the acceptance of such filing with, and the acceptance by, by the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Group, Purchaser and specified in the Certificate of Merger) being the "Effective Time," which shall be as soon as practicable on or after the Closing Date (as herein defined)). Immediately prior The closing of the Merger (the "Closing") shall take place at the office of Purchaser's counsel, Winston & Xxxxxx, 00 X. Xxxxxx Drive, Chicago, Illinois, at 10:00 a.m. (Chicago time) on the later of (i) December 7, 1998 or (ii) the date that is two business days following the termination of the applicable waiting period under the HSR Act and the satisfaction of the other conditions to the filing of the Certificate of Merger, a closing (the “Closing”) will be held or at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or such other time and place as the parties hereto may agreeagree (the "Closing Date"). The Subject to ARTICLE X, failure to consummate the transactions provided for in this Agreement on date on which and time and at the Closing shall occur is referred place determined pursuant to herein as this SECTION 2.2 will not result in the “Closing Datetermination of this Agreement and will not relieve any party of any obligation under this Agreement.”

Effective Time; Closing. As promptly Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing articles of merger as contemplated by the NGCL (the "Articles of Merger") and (b) filing a properly executed agreement or certificate of merger as contemplated by the DGCL (the "Certificate of Merger"), each, together with any required related certificates, with the Secretaries of State of the States of Nevada and Delaware, as appropriate, in such forms as required by, and executed in accordance with the relevant provisions of, the NGCL and the DGCL, respectively. The Merger shall become effective at the time of the later to occur of such filings or at such later time, as may be agreed upon in writing by the Company and Acquiror, specified in the Articles of Merger and the Certificate of Merger (the "Effective Time") as soon as practicable and in on or after the Closing Date. The closing of the Merger (the "Closing") shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, 919 Third Avenue, New York, New Xxxx, xx x xxxx xxx xate xx xx specified by the parties, which shall be no event later than the second business day following after the satisfaction or, if permissible, or waiver of the conditions set forth in Article VII (VI, or at such other date as may be agreed in writing by each of the parties hereto)time, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the “Closing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or such other place location as the parties hereto may agree). The date on which agree in writing (the Closing shall occur is referred to herein as the “"Closing Date").”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe “Certificate of Merger”) (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term “Agreement” as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and Parent Schedules). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Stone, Rxxxxxxxxx & Cha, PLC, 20000 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx XxxxXX 00000 at a time and date to be specified by the parties, Xxxxxxxxxx 00000 (which shall be no later than the third business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”).”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe ‘‘Certificate of Merger’’) (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the ‘‘Effective Time’’) as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term ‘‘Agreement’’ as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a 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 closing of the Merger (the “‘‘Closing”’’) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)counsel to Parent, 000 Xxxxxxxxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (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, or at such other place time, date and location as the parties hereto may agreeagree in writing (the ‘‘Closing Date’’). The date on which the Closing shall occur is referred to herein as the “Closing Datesignatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly Subject to the conditions of this Agreement, as soon as practicable and in no event later than on or after the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII Closing Date (or such other date as may be agreed in writing by each of the parties heretohereinafter defined), the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant applicable provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of MergerMerger being the “Effective Time”). Immediately prior Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificate of Merger, a closing (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)counsel to Parent, 000 Xxxxxxxxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 Xxx Xxxx 00000-0000 at a time and date to be specified by the parties, which shall be no later than the fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. As promptly as practicable Upon the terms and in no event later than the second business day following the satisfaction or, if permissible, waiver of subject to the conditions ----------------------- set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate Certificate of merger Merger (the “"Certificate of Merger”") with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, with the relevant provisions of Delaware Law (the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the “Closing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or such other place as the parties hereto may agree). The date on which the Closing shall occur is being referred to herein as the “"Effective Time") as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Palo Alto, California, at a time and date to be specified by the parties hereto, which time and date shall be no later than the 5th business day after the satisfaction or waiver of the conditions set forth in Article VII hereof, or at such other location, time and date as the parties hereto shall mutually agree in writing (the date upon which the Closing actually occurs being referred to herein as the "Closing Date").”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and Parent Schedules). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)DLA Piper Rudnick Gray Cary US XXX, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxixxx Xxxx, Xxxxxxxxxx 00000 (Suite 2400, Xxxxxxxxxx, XX 00000-0000 xx x xxxx xxx xxxx xx xx 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, or at such other place time, date and location as the parties hereto may agree). The date on which agree in writing (the Closing shall occur is referred to herein as the “"Closing Date").”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State States of Delaware in such form as is required by, and executed Nevada in accordance with, with the relevant provisions of the DGCL and NGCL a certificate and/or articles of merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State States of Delaware of the Certificate of Merger (and Nevada, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and Parent Schedules). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxx & XxxxxxxxxXxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)LLP, 000 Xxxxxxxxxxxx Xxxx Xxxxxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxx XxxxXX 00000-0000 at a time and date to be specified by the parties, Xxxxxxxxxx 00000 (which shall be no later than the third business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which agree in writing (the Closing shall occur is referred to herein as the “"Closing Date").”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissiblepermissible by the express terms of this Agreement, waiver of the conditions set forth in Article VII (or such other later date as may be agreed in writing by each of the parties hereto), the parties hereto shall cause (a) the Reverse 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 the form of Exhibit A, with such form changes that are not inconsistent with the other terms of this Agreement as is required by, and executed in accordance with, may be requested by the relevant provisions Delaware Secretary of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCLState. The term “Effective Time” means the date and time of the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the “Closing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx XxxxxXxxxxxx Xxxxxx, Xxxxx XxxxXxxxxxx, Xxxxxxxxxx 00000 Xxxxxxxxxxxxx (or such other place as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State States of Delaware in such form as is required byand Nevada, and executed in accordance with, with the relevant provisions of the DGCL and NGCL a Certificate of Merger and/or Articles of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State States of Delaware of the Certificate of Merger (and Nevada, or such later time as may be agreed in writing by each of the parties hereto Company and AeroGrow and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and AeroGrow Schedule). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxxthe Company at a time and date to be specified by the parties, LLP (“Xxxxxxxxx Xxxxxxx”)which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or at such other place time, date and location as the parties hereto may agree). The date on which agree in writing (the Closing shall occur is referred to herein as the “"Closing Date").”

Effective Time; Closing. As promptly Subject to the terms and conditions of this Agreement, as soon as practicable and in no event later than on or after the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII Closing Date (or such other date as may be agreed in writing by each of the parties heretodefined below), the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate Certificate of merger Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required byDelaware, and executed in accordance with, with the relevant applicable provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”). Immediately prior 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 Certificate of Merger, a closing (the “Closing”) will be held shall take place at the offices of Xxxxxxxx Xxxxxx, counsel to Parent, The Chrysler Building, 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP Xxx Xxxx, Xxx Xxxx 00000-0000 at a time and date to be specified by the parties, which shall be no later than the third (“Xxxxxxxxx Xxxxxxx”3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction thereof at the Closing), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. As promptly Subject to the terms and conditions of this Agreement, as soon as practicable and in no event later than on or after the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII Closing Date (or such other date as may be agreed in writing by each of the parties heretodefined below), the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate Certificate of merger Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required byDelaware, and executed in accordance with, with the relevant applicable provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”). Immediately prior 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 Certificate of Merger, a closing (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)counsel to Parent, The Chrysler Building, 000 Xxxxxxxxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 Xxx Xxxx 00000-0000 at a time and date to be specified by the parties, which shall be no later than the fifth (5th) Business Day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. As promptly as practicable Upon the terms and in no event later than the second business day following the satisfaction or, if permissible, waiver of subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, with the relevant provisions of Delaware Law (the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Immediately prior to the filing The closing of the Certificate of Merger, a closing Merger (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article V (“Xxxxxxxxx Xxxxxxx”other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”).”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a 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 closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxx Xxxxxx, counsel to Parent, at 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (Xxx Xxxx, 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, or at such other place time, date and location as the parties hereto may agreeagree in writing (the "Closing Date"). The date on which the Closing shall occur is referred to herein as the “Closing Datesignatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly as practicable and in no event later than Subject to the second business day following the satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate of merger (merger, in such appropriate form as reasonably determined by the “Certificate of Merger”) parties, with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, with the relevant provisions of DGCL (the DGCL and (b) “Certificate of Merger”), as soon as practicable on or after the Second-Step Merger to be consummated by making all filings and recordings required under the DGCLClosing Date. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto ONI and Novoste and specified in the Certificate of Merger). Immediately prior , is referred to herein as the filing “Effective Time.” The closing of the Certificate of Merger, a closing Merger (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxx Xxxx LLP, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (or at such other place specified by the parties, at a time and date to be specified by ONI; provided, that such date is no less than five business days and no more than ten business days after the first date on which all conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, or at such other time and date as the parties hereto may agree)ONI and Novoste agree in writing. The date on which the Closing shall occur actually take place is referred to herein as the “Closing Date.”

Effective Time; Closing. As promptly Subject to the terms and conditions of this Agreement, as soon as practicable and in no event later than on or after the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII Closing Date (or such other date as may be agreed in writing by each of the parties heretodefined below), the parties Parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate Certificate of merger Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required byDelaware, and executed in accordance with, with the relevant applicable provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing withsuch filing, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the “Effective Time”). Immediately prior 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 Certificate of Merger, a closing (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxXxxxxx, LLP counsel to Parent, located at The Chrysler Building, 405 Lexington Avenue, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at a time and date to be specified by the Parties (“Xxxxxxxxx Xxxxxxx”or pursuant to the electronic or other remote exchange of all executed documents and other deliverables required by this Agreement to be delivered at Closing, including pursuant to Article VI), 000 Xxxxxxxxxxxx Xxxxxwhich shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, Xxxxx Xxxxbut subject to the satisfaction thereof at the Closing), Xxxxxxxxxx 00000 (or at such other place time, date and location as the parties Parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email .pdf files.”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a properly executed certificate of merger (“Certificate of Merger”) in such form as is may be agreed by the parties hereto and as required by, and executed in accordance with, by the relevant provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of Noble and the parties hereto Company and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term “Agreement” as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a as the same may be amended from time to time, and all schedules hereto (including the Company Disclosure Schedules, as defined in the preamble to Article II hereof). Unless this Agreement shall have been terminated pursuant to Section 7.1, the closing of the Merger (the “Closing”) will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxMintz, LLP Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Xxxxxxxxx XxxxxxxMintz Lxxxx”)) at 600 Xxxxx Xxxxxx, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (Xxx Xxxx 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, or at such other place time, date and location as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of Subject to the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto)this Agreement, the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL and a Certificate of Merger (bthe "Certificate of Merger") (the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the such filing with, and the acceptance by, with the Secretary of State of the State of Delaware of the Certificate of Merger (Delaware, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Immediately prior The term "Agreement" as used herein refers to the filing of the Certificate this Agreement and Plan of Merger, a 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 closing of the Merger (the “"Closing”") will be held shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”)Xxxxxx, 000 Xxxxxxxxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 (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, or at such other place time, date and location as the parties hereto may agreeagree in writing (the "Closing Date"). Closing signatures may be transmitted by facsimile. The date on which parties agree to use reasonable, good faith efforts to cause the Closing shall to occur is referred to herein as the “Closing Dateno later than December 1, 2005.”