Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Subject to the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). 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 Certificates of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 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 time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as soon may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as practicable on or after set forth in the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate articles of merger (related to the “Delaware Certificate Merger, which will include the Plan of Merger”) , that shall be filed with the Secretary Department of State of the State of Delaware Florida, as provided in the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger 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 applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, terms hereof or such later time date as the Parties may be agreed in writing by agree; provided that, notwithstanding the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1foregoing, the consummation Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at on a date and time and date to be specified by the parties, which shall be no later than at or immediately prior to the third Effective Time (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIsuch date, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”)) at the offices of CenterState, or such other place as the Parties may mutually agree. Closing signatures may At or prior to the Closing, there shall be transmitted delivered by facsimile or by emailed PDF fileCenterState and NCC the Articles of Merger, the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI, subject to the terms and conditions of this Agreement.

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Article VII hereof, the closing of the 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 this AgreementWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, as soon as practicable on Professional Corporation, 600 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another time or after place is mutually agreed upon in writing by Saturn and Nova. The date upon which the Closing Date (actually occurs shall be referred to herein as hereinafter defined)the “Closing Date.” On the Closing Date, the parties hereto shall cause (i) the Redomestication First Step Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) Merger with the Secretary of State of the State of Delaware (the “First Step Certificate of Merger”), in accordance with the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) Law (the time of the acceptance of such filing, 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 Quartet Saturn and specified in the Certificates First Step Certificate of Merger being shall be referred to herein as the “Effective Time”). Unless this Agreement As soon as practicable after the Effective Time, Saturn shall have been terminated pursuant cause the Second Step Merger to Section 8.1, be consummated by filing a Certificate of Merger with the consummation Secretary of State of the transactions contemplated by this Agreement State of Delaware (the “ClosingSecond Step Certificate of Merger,” and with the First Step Merger Certificate, the “Certificates of Merger”), other than in accordance with the filing applicable provisions of Delaware Law and the LLC Act (the time of the Certificates acceptance of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified such filing by the parties, which 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 Second Step Certificate of Merger 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 time, date and location referred to herein as the parties hereto agree in writing (the “Closing DateSecond Step Merger Effective Time”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. Subject to the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the The consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place at the offices of Gxxxxxxx MxxxxxXxxxxx & Xxxxxxx LLP, counsel to Quartet000 Xxxxxxxxxxxx Xxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at a time and date to be specified by the parties, which shall be no later than on the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIArticles 7, 9 and 10 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, time and date and location as may be agreed to by the parties hereto agree in writing (the “Closing Date”); provided, however, that the Closing Date shall not be earlier than the eighteenth (18th) trading day following Parent’s public announcement of financial results for a quarterly or annual period. Upon the terms and subject to the provisions of this Agreement, the Agreement of Merger for Merger I, satisfying the applicable requirements of the California Corp. Code (the “Agreement of Merger”), and such other certificates, satisfying the applicable requirements of the California Corp. Code, as are required under the California Corp. Code, shall be duly executed by the Company and Merger Sub I and concurrently with or as soon as practicable following the Closing signatures filed with the Secretary of State of the State of California in accordance with the relevant provisions of the California Corp. Code (the time of such filing with the Secretary of State of the State of California (or such later time as may be transmitted agreed in writing by facsimile the parties hereto and specified in the Agreement of Merger) being the “Effective Time of Merger I”). Upon the terms and subject to the provisions of this Agreement, the Agreement of Merger for Merger II, satisfying the applicable requirements of the California Corp. Code and the LLC Act (the “Second Agreement of Merger”), and such other certificates, satisfying the applicable requirements of the California Corp. Code, as are required under the California Corp. Code, shall be duly executed by Surviving Entity I and Merger Sub II and concurrently with or as soon as practicable following the Effective Time of Merger I filed with the Secretary of State of the State of California in accordance with the relevant provisions of the California Corp. Code and the LLC Act (the time of such filing with the Secretary of State of the State of California (or such later time as may be agreed in writing by emailed PDF filethe parties hereto and specified in the Second Agreement of Merger) being the “Effective Time of Merger II”).

Effective Time; Closing. Subject to Upon the terms and conditions set forth herein, the closing of this Agreementthe Merger (the “Merger Closing”) will take place (a) at the offices of O’Melveny & Xxxxx LLP, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, as soon as practicable following the Acceptance Time or (b) at such other time, date or place as is agreed to in writing by Parent and the Company. The date on or after which the Merger Closing Date (occurs is referred to in this Agreement as hereinafter defined)the “Closing Date.” Subject to the terms and conditions set forth herein, the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Delaware 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 in accordance with the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) date and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Quartet and specified in the Certificates of Merger such filing, being the “Effective Time”). Unless Notwithstanding anything to the contrary set forth in this Agreement shall have been terminated pursuant Agreement, if (i) there exists an uncured Financing Failure on any scheduled Closing Date, (ii) such Financing Failure impedes the ability of Parent or Purchaser to Section 8.1, obtain the consummation of Financing and pay for Company Shares in the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third (3rdiii) Business Day after the satisfaction or waiver each of the conditions set forth in Article VI8 shall otherwise have been satisfied or waived, or at then Purchaser shall be permitted to delay the Closing Date and the Effective Time for a period of up to forty-five (45) business days to permit such Financing Failure to be cured; provided, however, that notwithstanding any other timeprovision of this Agreement, date in the event Purchaser elects to delay the Closing Date pursuant to and location as in accordance with this Section 3.2, then each of Parent and Purchaser shall be deemed to have irrevocably waived all of the parties hereto agree conditions set forth in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF fileSection 8.1.

Effective Time; Closing. Subject to As promptly as practicable (and in any event within two (2) business days) after the satisfaction or, if permissible, waiver of the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined)set forth in Article 8, the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a an agreement of merger or certificate of merger (the “Delaware Certificate of Merger”) ownership with the Secretary of State of the State of Delaware California, in such form as is required by, and executed in accordance with with, the applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda CGCL (the “Bermuda Certificate of Merger”) date and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Quartet and specified in the Certificates of Merger such filing, being the “Effective Time”). Unless this Agreement Prior to such filing, a closing 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 Certificates of Merger, shall take place be held at the offices of Gxxxxxxx MxxxxxO’Melveny & Xxxxx LLP, counsel to Quartet000 Xxxxxxx Xxxxxx Xxxxx, 400 Xxxxxxxxx XxxxxxXxxxxxx Xxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx 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 third (3rd) Business Day after purpose of confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VI, or at such other time, 8. The date and location on which the closing occurs is referred to in this Agreement as the parties hereto agree in writing (the “Closing Date”). .” Notwithstanding anything to the contrary set forth in this Agreement, if (i) there exists an uncured Financing Failure on any scheduled Closing signatures may Date, (ii) such Financing Failure impedes the ability of Parent or Purchaser to obtain the Financing and pay for Company Shares in the Merger, and (iii) each of the conditions set forth in Article 8 shall otherwise have been satisfied or waived, then Purchaser shall be transmitted by facsimile or by emailed PDF filepermitted to delay the Closing Date and the Effective Time for a period of up to ninety (90) days to permit such Financing Failure to be cured; provided, however, that notwithstanding any other provision of this Agreement, in the event Purchaser elects to delay the Closing Date pursuant to and in accordance with this Section 3.2, then each of Parent and Purchaser shall be deemed to have irrevocably waived all of the conditions set forth in Section 8.1.

Effective Time; Closing. The consummation of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Cooley Godward LLP, located at 3175 Hanover Street, Palo Alto, Califoxxxx, on the third business day xxxxx xxx xxxxxxxxxxxx xx xxxxxx xx xxx xonditions 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 or waiver of such conditions), or at such time and date as may be agreed to by the parties (the "CLOSING DATE"). Subject to the conditions provisions of this Agreement, a Certificate of Merger for Merger I, satisfying the applicable requirements of Delaware Law (the "CERTIFICATE OF MERGER"), shall be duly executed by the Company and concurrently with or as soon as practicable on or after following the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) filed with the Secretary of State of the State of Delaware in accordance with the applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) Law (the time of such filing, 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 Quartet parties and specified in the Certificates Certificate of Merger) being the "EFFECTIVE TIME OF MERGER I"). Subject to the provisions of this Agreement, a Certificate of Merger for Merger II, satisfying the applicable requirements of Delaware Law and the LLC Act (the "SECOND CERTIFICATE OF MERGER"), shall be duly executed by Merger Sub II and concurrently with or as soon as practicable following the Effective Time of Merger I filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and the LLC Act (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 parties and specified in the Second Certificate of Merger) being the “Effective Time”"EFFECTIVE TIME OF MERGER II"). 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 Certificates of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 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 time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Godward LLP, located at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, on the third 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 or waiver of such conditions), or at such time and date as may be agreed to by the parties (the “Closing Date”). Subject to the conditions provisions of this Agreement, a Certificate of Merger for Merger I, satisfying the applicable requirements of Delaware Law (the “Certificate of Merger”), shall be duly executed by the Company and concurrently with or as soon as practicable on or after following the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) filed with the Secretary of State of the State of Delaware in accordance with the applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) Law (the time of such filing, 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 Quartet parties and specified in the Certificates Certificate of Merger Merger) being the “Effective TimeTime of Merger I”). Unless Subject to the provisions of this Agreement shall have been terminated pursuant to Section 8.1Agreement, a Certificate of Merger for Merger II, satisfying the consummation applicable requirements of Delaware Law and the transactions contemplated by this Agreement LLC Act (the “ClosingSecond Certificate of Merger”), other than shall be duly executed by Merger Sub II and concurrently with or as soon as practicable following the filing Effective Time of Merger I filed with the Secretary of State of the Certificates State of Delaware in accordance with the relevant provisions of Delaware Law and the LLC Act (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 parties and specified in the Second Certificate of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 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 time, date and location as the parties hereto agree in writing (being the “Closing DateEffective Time of Merger II”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. Subject (a) As promptly as reasonably practicable, but in no event later than three (3) Business Days, 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 satisfaction or, if permissible, waiver of such conditions of this Agreement, as soon as practicable on or after at the Closing Date (as hereinafter definedClosing), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing (i) a certificate of merger (the “Delaware Certificate of 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 applicable relevant provisions of the DGCL and such documents as required mutually agreed by the Companies Act to consummate the Redomestication Merger parties and obtaining (ii) a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Minnesota Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as Merger, the “Certificates of Merger”) with the Secretary of State of the State of Minnesota, in such form as is required by, and executed in accordance with, the relevant provisions of the Minnesota Statutes and mutually agreed by the parties (the date and time of the filing of such filing, Certificates of Merger (or such later time as may be agreed in writing by each of the Company and Quartet parties and specified in the such Certificates of Merger Merger) being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to In addition, in accordance with the SPAC Organizational Documents (including Section 8.19.2 of the SPAC Certificate of Incorporation), the consummation SPAC shall cause the SPAC Stockholder Redemption to occur upon the Effective Time. (b) Immediately prior to such filing of the transactions contemplated by this Agreement Certificates of Merger in accordance with Section 2.02(a), a closing (the “Closing”)) shall be held remotely by exchanging the closing deliverables and signatures via email, other than for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.” (c) As promptly as reasonably practicable following the filing of the Certificates of Merger, on the Closing Date, the SPAC shall take place at adopt as the offices SPAC’s certificate of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time incorporation the amended and date to be specified by restated certificate of incorporation in substantially the parties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the conditions form set forth in Article VI, or at such other time, date and location attached as the parties hereto agree in writing Exhibit C (the “Closing DateAmended and Restated SPAC Certificate of Incorporation”). Closing signatures ) by filing the Amended and Restated SPAC Certificate of Incorporation with the Secretary of State of the State of Delaware, with such modifications as may be transmitted by facsimile mutually agreed between the Company and the SPAC. The Amended and Restated SPAC Certificate of Incorporation shall become the certificate of incorporation of the SPAC until thereafter supplemented or by emailed PDF fileamended in accordance with its terms and the DGCL. As promptly as reasonably practicable following the filing of the Certificates of Merger, the SPAC shall adopt amended and restated bylaws, in a form to be mutually agreed upon between the SPAC and the Company.

Effective Time; Closing. Subject to the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). Unless this Agreement shall have has been terminated pursuant to Section 8.19.01, the consummation closing of the transactions contemplated by this Agreement Mergers (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place at the offices of Gxxxxxxx MxxxxxXxxxx Day, counsel to Quartet, 400 Xxxxxxxxx 222 X 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a XX 00000, xx the 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 VIVII, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, on the Closing Date, (a) Parent and Holdco (i) shall file with the Secretary of State of the State of Delaware a certificate of merger with respect to the Parent Merger (the “Delaware Certificate of Merger”), which Delaware Certificate of Merger shall be in such form as is required by, and executed and acknowledged in accordance with, the DGCL and (ii) shall file with a Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands duplicate originals of the articles of merger with respect to the Parent Merger (the “Holdco Certificate of Merger”), which Holdco Certificate of Merger shall be in such form as is required by, and executed and acknowledged in accordance with, the BCA, and (b) the Company and Merger Sub shall file with a Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands duplicate originals of the articles of merger with respect to the Company Merger (the “Xxxxxxxx Islands Certificate of Merger” and collectively with the Delaware Certificate of Merger and the Holdco Certificate of Merger, the “Certificates of Merger”), which Xxxxxxxx Islands Certificate of Merger shall be in such form as is required by, and executed and acknowledged in accordance with, the BCA (the date and time of such filing of the Xxxxxxxx Islands Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Xxxxxxxx Islands Certificate of Merger) being the “Effective Time”).

Effective Time; Closing. Subject to Upon the terms and conditions set forth herein, the closing of this Agreementthe Merger (the “Merger Closing”) will take place (a) at the offices of O’Melveny & Xxxxx LLP, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, as soon as practicable on or after following the Closing Acceptance Date (as hereinafter definedor the Top-Up Closing if the Top-Up Option has been exercised); provided that, if there shall be a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the parties hereto Required Stockholder Vote shall cause be required in order to consummate the Merger, then on the second business day after satisfaction or (ito the extent permitted by Law) waiver of the Redomestication Merger conditions set forth in Article 8 (other than those conditions that by their terms are to be consummated satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by filing 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 terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Delaware 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 in accordance with the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) date and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Quartet and specified in the Certificates of Merger such filing, being the “Effective Time”). 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 Certificates of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 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 time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, Enterprise and First Choice will make all such filings as soon as practicable on or after may be required by applicable Laws to consummate the Closing Date (as hereinafter defined), Merger. The Merger shall become effective upon filing the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with on the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, Closing Date or such later date and/or time as may be agreed in writing by the Company and Quartet and specified in the Certificates Certificate of Merger being (the “Effective Time”). Unless this Agreement Promptly thereafter, Enterprise shall have been terminated pursuant file a copy of the Certificate of Merger certified by the Secretary of State of the State of Delaware with the Secretary of State of the State of California. (b) The Bank Merger shall become effective as set forth in the Plan of Bank Merger. Promptly following effectiveness of the Bank Merger, EB&T shall file a copy of the articles of merger certified by the Missouri Division of Finance with the Secretary of State of the State of California and the DFPI. First Choice Bank shall execute such certificates or articles of combination and such other documents and certificates as may be reasonably requested by Enterprise to Section 8.1, effectuate the consummation Bank Merger. (c) The closing of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place on such date and at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a such time as Enterprise and date to be specified by the partiesFirst Choice mutually agree, which such date shall be no later than the third fifteen (3rd15) Business Day days after the satisfaction or waiver all of the conditions to the Closing set forth in Article VIARTICLE 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 (such other timedate, date and location as the parties hereto agree in writing (the “Closing Date”) remotely via the electronic exchange of documentation between the parties (via electronic transmission or other similar means for exchanging documentation). Closing signatures , or at such place as Enterprise and First Choice may be transmitted by facsimile or by emailed PDF filemutually agree.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, Enterprise and First Choice will make all such filings as soon as practicable on or after may be required by applicable Laws to consummate the Closing Date (as hereinafter defined), Merger. The Merger shall become effective upon filing the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with on the applicable provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, Closing Date or such later date and/or time as may be agreed in writing by the Company and Quartet and specified in the Certificates Certificate of Merger being (the “Effective Time”). Unless this Agreement Promptly thereafter, Enterprise shall have been terminated pursuant file a copy of the Certificate of Merger certified by the Secretary of State of the State of Delaware with the Secretary of State of the State of California. (b) The Bank Merger shall become effective as set forth in the Plan of Bank Merger. Promptly following effectiveness of the Bank Merger, EB&T shall file a copy of the articles of merger certified by the Missouri Division of Finance with the Secretary of State of the State of California and the DFPI. First Choice Bank shall execute such certificates or articles of combination and such other documents and certificates as may be reasonably requested by Enterprise to Section 8.1, effectuate the consummation Bank Merger. (c) The closing of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place on such date and at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a such time as Enterprise and date to be specified by the partiesFirst Choice mutually agree, which such date shall be no later than the third fifteen (3rd15) Business Day days after the satisfaction or waiver all of the conditions to the Closing set forth in Article VI6 (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 (such other timedate, date and location as the parties hereto agree in writing (the “Closing Date”) remotely via the electronic exchange of documentation between the parties (via electronic transmission or other similar means for exchanging documentation). Closing signatures , or at such place as Enterprise and First Choice may be transmitted by facsimile or by emailed PDF filemutually agree.

Effective Time; Closing. Subject (a) As promptly as practicable, but in no event later than three (3) Business Days, 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 satisfaction or, if permissible, waiver of such conditions of this Agreement, as soon as practicable on or after at the Closing Date (as hereinafter definedClosing), the parties hereto shall cause (i) the Redomestication Parent Merger to be consummated by filing a certificate of merger (the “Delaware Parent Certificate of 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 applicable relevant provisions of the DGCL DGCL, and such documents as required mutually agreed by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda parties (the “Bermuda date and time of the filing of such Parent Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Parent Certificate of Merger) being the “Parent Merger Effective Time”) ), and (ii) immediately following the Transaction consummation of the Parent Merger but on the same day, the Company Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Company Certificate of Merger,” and the Company Certificate of Merger together with the Delaware Parent Certificate of Merger and the Bermuda Certificate of Merger hereinafter are herein referred to as the “Certificates of Merger”) with the Secretary of State of the State of Texas, in such form as is required by, and executed in accordance with, the relevant provisions of the TBOC, and mutually agreed by the parties (the date and time of the filing of such filing, Company Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Quartet parties hereto and specified in such Certificate of Merger) being the “Company Merger Effective Time”). (b) Immediately prior to such filing of the Certificates of Merger being the “Effective Time”in accordance with Section 2.02(a). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement closing (the “Closing”), other than the filing of the Certificates of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which ) shall be no later than held by electronic exchange of deliverables and release of signatures, for the third (3rd) Business Day after purpose of confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VI, or at such other time, VIII. The date and location on which the Closing shall occur is referred to herein as the parties hereto agree in writing (the “Closing Date.”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. Subject (a) Upon the terms and subject to the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined)Date, the parties hereto Buyer and Company shall cause (i) the Redomestication Merger to be consummated by filing (i) a certificate of merger (the “Delaware DE Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining (ii) a certificate of merger issued by with the Registrar Director of Companies the Michigan Department of Bermuda Licensing and Regulatory Affairs (the “Bermuda Certificate of MergerMichigan Director”) and (ii) the Transaction Merger to be consummated by the filing of in such documents form as required by by, and executed in accordance with, the Companies Act to consummate relevant provisions of the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda MBCA (the “Bermuda Merger Sub MI Certificate of Merger” and together with the Delaware DE Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as Merger, the “Certificates of Merger”). The Merger shall become effective upon the later of (i) such filing of the DE Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filing of the time MI Certificate of such filingMerger with the Michigan Director, or (iii) such later date and time as the parties agree and may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger (the date and time the Merger becomes effective being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation . (b) The closing of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place at the offices of Gxxxxxxx MxxxxxXxxxxx Xxxxxx Rosenman LLP, counsel to Quartet2900 K Street NW North Tower – Xxxxx 000 Xxxxxxxxxx X.X., 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000-0000 on a date and at a time and date to be specified agreed upon by the parties, which date shall be no later than the third five (3rd5) Business Day Days after the satisfaction or waiver of the last to be satisfied of the conditions set forth in Article VI6 (other than those conditions that, by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver (if permitted by applicable Law) of those conditions), or at such other time, date and or location as the parties hereto may mutually agree in writing (writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date”). Closing signatures may At the Closing, there shall be transmitted by facsimile or by emailed PDF filedelivered to Buyer and Company the Certificates of Merger and such other certificates and other documents required to be delivered hereunder.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, Buyer, Buyer Bank, Company and Company Bank will make all such filings as soon may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as practicable on or after set forth in the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate articles of merger (the “Delaware Certificate Articles of Merger”) related to the Merger that shall be filed with the Florida Secretary of State and the Arkansas Secretary of State on the Closing Date. The “Effective Time” of the State Merger shall be the later of Delaware (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 Effective Time shall be no later than five (5) Business Days after all of the conditions to the Closing set forth in Article 6 (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 applicable provisions of terms hereof. (b) The Bank Merger shall become effective as set forth in the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate articles of merger issued by providing for the Registrar of Companies of Bermuda Bank Merger (the “Bermuda Certificate Articles of Bank Merger”) and (ii) the Transaction Merger to that shall be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together filed with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filingArkansas State Bank Department and, or such later time as may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1if applicable, the consummation Florida Office of Financial Regulation, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place at beginning immediately prior to the offices of Gxxxxxxx MxxxxxEffective Time (such date, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 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 time, date and location as the parties hereto agree in writing (the “Closing Date”)) at the offices of Xxxxx Xxxx LLP, 000 X. Xxxxxxx Xxx., Xxxxx 0000, Xxxxxx Xxxx, XX 00000, or such other place as the parties may mutually agree. Closing signatures may At the Closing, there shall be transmitted by facsimile or by emailed PDF filedelivered to Buyer and Company the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article 6 hereof.

Effective Time; Closing. Subject to the conditions provisions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda Delaware Law (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, 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 Quartet Parent and specified in the Certificates Certificate of Merger Merger) being the “Effective Time”)) as soon as practicable on the Closing Date. Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation The closing of the transactions contemplated by this Agreement Merger (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place at the offices of Gxxxxxxx MxxxxxSkadden, counsel to QuartetArps, 400 Xxxxxxxxx Slate, Xxxxxxx & Xxxx, LLP, located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx 0000, Xxxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the third second (3rd2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIVI (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 writing; provided, however, that Parent shall have no obligation to close on any day during the last fifteen (15) calendar days of any fiscal quarter end of Parent, including the periods between (x) June 15 and July 1, 2010, (y) September 15, 2010 and October 1, 2010 and (z) December 16, 2010 and January 1, 2011. The date on which the Closing occurs is referred to herein as the “Closing Date”). Closing signatures may be transmitted .” “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 facsimile any Law or by emailed PDF fileexecutive order to close.

Effective Time; Closing. Subject to the conditions provisions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto Parties shall cause (i) the Redomestication First Merger to be consummated by filing a certificate the Articles of merger Merger in substantially the form attached hereto as Exhibit A-1 (the “Delaware First Certificate of Merger”) with the Secretary of State of the State Commonwealth of Delaware Virginia in accordance with the applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda VSCA. The First Certificate of Merger”) Merger shall be duly executed by VNC and (ii) Merger Sub I and, concurrently with or as soon as practicable following the Transaction Closing, delivered to the Secretary of State of the Commonwealth of Virginia for filing. The First Merger to be consummated by shall become effective upon the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware First Certificate of Merger and with the Bermuda Certificate Secretary of Merger hereinafter referred to as State of the “Certificates Commonwealth of Merger”) (the time of such filing, Virginia or at such later time as may be agreed in writing by the Company VNC and Quartet Merger Sub I agree and specified specify in the Certificates First Certificate of Merger being (the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation The closing of the transactions contemplated by this Agreement First Merger and the other Contemplated Transactions (the “Closing”), other than the filing of the Certificates of Merger, ) shall take place remotely and electronically, but will deemed effected at the offices of Gxxxxxxx MxxxxxCHC in Texas, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx 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 third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIV (other than those conditions that by their nature are to be satisfied 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 (the date upon which the Closing actually occurs being referred to herein as the “Closing Date”). Closing signatures may As soon as practicable after the Effective Time, but in all cases within one (1) Business Day thereafter, CHC shall cause the Second Merger to be transmitted consummated by facsimile filing an articles of merger in substantially the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”), with the Secretary of State of the Commonwealth of Virginia in accordance with the relevant provisions of the VSCA and the VLLC (the time of filing of the Second Certificate of Merger, or by emailed PDF filethe time of effectiveness thereof that is specified therein, if different, shall be referred to herein as the “Second Effective Time”).

Effective Time; Closing. Subject (a) As promptly as practicable, but in no event later than three (3) Business Days, 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 satisfaction or, if permissible, waiver of such conditions of this Agreement, as soon as practicable on or after at the Closing Date (as hereinafter definedClosing), the parties hereto shall cause (i) the Redomestication Parent Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of 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 applicable relevant provisions of the DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Parent Certificate of Merger”), in each case, in form as mutually agreed by the parties (the date and time of the filing of such Parent Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Parent Certificate of Merger) being the “Parent Merger Effective Time”), and (ii) immediately following the Transaction consummation of the Parent Merger but on the same day, the Company Merger to be consummated by the filing a plan of merger and such documents as other document(s) required by the Companies Cayman Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Company Certificate of Merger,” and the Company Certificate of Merger together with the Delaware Certificate Parent Certificates of Merger and the Bermuda Certificate of Merger hereinafter are herein referred to as the “Certificates of Merger”) with the Cayman Registrar, in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Act, and mutually agreed by the parties (the date and time of the filing of such filing, Company Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Quartet parties hereto and specified in such Company Certificate of Merger) being the “Company Merger Effective Time”). (b) Immediately prior to such filing of the Certificates of Merger being the “Effective Time”in accordance with Section 2.02(a). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement closing (the “Closing”), other than the filing of the Certificates of Merger, shall take place at the offices of Gxxxxxxx Mxxxxx, counsel to Quartet, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which ) shall be no later than held by electronic exchange of deliverables and release of signatures, for the third (3rd) Business Day after purpose of confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VI, or at such other time, ARTICLE VIII. The date and location on which the Closing shall occur is referred to herein as the parties hereto agree in writing (the “Closing Date.”). Closing signatures may be transmitted by facsimile or by emailed PDF file.