Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (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 Company and Parent and specified in the Agreement of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation (“WSGR”), counsel to the Company, at 900 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 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 time, date and location as the parties hereto agree (the “Closing Date”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (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 Company and Parent and specified in the Agreement of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.16.1 hereof, as soon as practicable after the satisfaction or (if permissible) waiver of the conditions set forth in Article V of this Agreement, the closing Company will file articles of merger with the Secretary of State of the Merger State of Nevada in accordance with the provisions of Section 92A.005 et seq. of the Nevada Revised Statutes (the “"Nevada Merger Law") and make all other filings or recordings required by law in connection with the Riviera Merger. The Riviera Merger shall become effective at such time (the "Effective Time") as the articles of merger are filed with the Secretary of State of the State of Nevada in accordance with the provisions of Chapter 92A of the Nevada Revised Statutes, or such later date as set forth in such filing, but in no event later than April 1, 1998, unless extended as provided in Section 6.1(c) hereof. Prior to such filing, but no later than 30 days after the satisfaction or (if permissible) waiver of the conditions set forth in Article V of this Agreement, a closing (the "Closing”") shall take place be held at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & RxxxxxXxxx LLP, Professional Corporation (“WSGR”)000 Xxxxx Xxxxx Xxxxxx, counsel to the Company, at 900 Xxxx Xxxx Xxxx, Xxxx XxxxXxx Xxxxxxx, Xxxxxxxxxx 00000, at a time and date or such other place as the parties to be specified by this Agreement shall agree, for the parties, which shall be no later than the second business day after purpose of confirming the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, this Agreement. The date and location on which the Closing occurs shall be referred to herein as the parties hereto agree (the “"Closing Date”). Closing signatures may be transmitted by facsimile."

Effective Time; Closing. Subject Upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) Delaware in such form as may be agreed by the parties hereto and as required by accordance with the relevant provisions of the CGCL Delaware Law (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 the Company and Parent and specified in the Agreement Certificate of Merger, ) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined). The Unless the context otherwise requires, the term “"Agreement” " as used herein refers collectively to this Agreement and Plan of Merger, Merger (as the same may be amended from time to time, and all schedules hereto (including time in accordance with the Company Schedule terms hereof) and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively)Certificate of Merger. Unless this Agreement shall have been terminated pursuant to Section 7.1, the The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Wilson Sonsini Goodrich & RxxxxxRosati, Professional Corporation (“WSGR”)Corporation, counsel to the CompanyOne Marxxx, at 900 Xxxx Xxxx XxxxXxxxx Xxxxx, Xxxx XxxxXxxxx 3300, Xxxxxxxxxx 00000Xxn Francisco, California 94105, at a time and date to be specified by the partiesxxx xxxx xx xx xxxxxxxxx xx xxx xxxxxxx xxxxxx, which shall xxxxx xhall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI hereof (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”"). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (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 Company and Parent and specified in the Agreement of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.16.1 hereof, as soon as practicable after the satisfaction or (if permissible) waiver of the conditions set forth in Article V of this Agreement, the closing Company will file articles of merger with the Secretary of State of the Merger State of Nevada in accordance with the provisions of Section 92A.005 et seq. of the Nevada Revised Statutes (the “"Nevada Merger Law") and make all other filings or recordings required by law in connection with the Elsinore Merger. The Elsinore Merger shall become effective at such time (the "Effective Time") as the articles of merger are filed with the Secretary of State of the State of Nevada in accordance with the provisions of Chapter 92A of the Nevada Revised Statutes, or such later date as set forth in such filing, but in no event later than April 1, 1998, unless extended as provided in Section 6.1(c) hereof. Prior to such filing, but no later than 30 days after the satisfaction or (if permissible) waiver of the conditions set forth in Article V of this Agreement, a closing (the "Closing”") shall take place be held at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & RxxxxxXxxx LLP, Professional Corporation (“WSGR”)000 Xxxxx Xxxxx Xxxxxx, counsel to the Company, at 900 Xxxx Xxxx Xxxx, Xxxx XxxxXxx Xxxxxxx, Xxxxxxxxxx 00000, at a time and date or such other place as the parties to be specified by this Agreement shall agree, for the parties, which shall be no later than the second business day after purpose of confirming the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, this Agreement. The date and location on which the Closing occurs shall be referred to herein as the parties hereto agree (the “"Closing Date”). Closing signatures may be transmitted by facsimile."

Effective Time; Closing. Subject Upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing articles of merger (the “Articles of Merger”) with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) Nevada in such form as may be agreed by the parties hereto and as required by accordance with the relevant provisions of the CGCL Nevada Law (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 the Company and Parent and specified in the Agreement Articles of Merger, ) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger, Merger (as the same may be amended from time to time, and all schedules hereto (including time in accordance with the Company Schedule terms hereof) and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively)of Merger. Unless this Agreement shall have been terminated pursuant to Section 7.1, the The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx O’Melveny & Xxxxx LLP, Embarcadero Center West, 000 Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation (“WSGR”)Xxxxx 0000, counsel to the CompanyXxx Xxxxxxxxx, at 900 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000Xxxxxxxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI hereof (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Plan of Merger consistent with this Agreement and in form and substance satisfactory to the parties hereto together with accompanying officers' certificates with the Secretary of State of the State of Oregon in accordance with the relevant provisions of Oregon Law (the "Plan of Merger") and filing an Agreement of Merger consistent with this Agreement and in form and substance satisfactory to the parties hereto together with accompanying officers' certificates with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by accordance with the relevant provisions of California Law (the CGCL "Agreement of Merger") (the time of such filing filings with the Secretary of State of the State of California, Oregon and the Secretary of State of the State of California (or such later time as may be agreed in writing by the Company and Parent and specified in the Plan of Merger and the Agreement of Merger, ) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined)Date. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules 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 7.1, the closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation (“WSGR”)Corporation, counsel to the Company, located at 900 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article 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. 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 banking institutions located in San Francisco, CA, are authorized or obligated by facsimilelaw or executive order to close.

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed agreement Delaware and Utah Department of merger (the “Agreement Commerce, Division of Merger”) Corporations, in such form as may be agreed by the parties hereto and as required by accordance with the relevant provisions of the CGCL DGCL and UBCA a Certificate of Merger and/or Articles of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the State of CaliforniaDelaware and Utah Department of Commerce, Division of Corporations, or such later time as may be agreed in writing by the Company and Parent Eneco and specified in the Agreement Certificate of Merger, being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined). The term “"Agreement” " as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Eneco Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.18.1, the closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Blackburn & RxxxxxStoll LLC, Professional Corporation (“WSGR”)257 Xxxx 000 Soxxx, counsel to the CompanySuite 000, at 900 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at a time and date to be XX 00000 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 time, date and location as the parties hereto agree in writing (the “"Closing Date”"). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing an Agreement of Merger with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by accordance with the relevant provisions of the CGCL (the time California Law and by filing a Certificate of such filing Merger with the Secretary of State of the State of CaliforniaDelaware in accordance with the relevant provisions of Delaware General Corporation Law (collectively, the "AGREEMENT OF MERGER") (the time of such filing (or such later time as may be agreed in writing by Company and Parent the parties and specified in the Agreement of Merger, ) being the “Effective Time”"EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). The Unless the context otherwise requires, the term “Agreement” "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule Reorganization and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively)Agreement of Merger. Unless this Agreement shall have been terminated pursuant to Section 7.1, the The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation (“WSGR”), counsel to the Company, at 900 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000Corporation, 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 time, date and location as the parties hereto agree in writing (the “Closing Date”"CLOSING DATE"). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing an Agreement of Merger consistent with this Agreement and in form and substance satisfactory to the parties hereto together with accompanying officers’ certificates with the Secretary of State of the State of California a properly executed agreement in accordance with the relevant provisions of merger California Law (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (the time of such filing with the Secretary of State of the State of California, California (or such later time as may be agreed in writing by the Company and Parent and specified in the Agreement of Merger, ) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined)Date. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules 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 7.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation (“WSGR”)Corporation, counsel to the Company, located at 900 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article 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; provided, however, that the Closing shall not occur on a date that is during the last 15 Business Days prior to the last Business Day of a fiscal quarter of Parent. The date on which the Closing occurs is referred to herein as the “Closing Date”). 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 facsimilelaw or executive order to close.

Effective Time; Closing. Subject Upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed an agreement of merger (the “Agreement of Merger”) with the Secretary of State of the State of California in such form as may be agreed by accordance with the parties hereto and as required by the relevant provisions requirements of Section 1103 of the CGCL (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 the Company and Parent and specified in the Agreement of Merger, ) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defineddefined below). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxx Xxxxxxxx & RxxxxxMarkiles, Professional Corporation (“WSGR”)LLP, counsel to the Company00000 Xxxxxxx Xxxxxxxxx, at 900 Xxxx Xxxx 00xx Xxxxx, Xxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000California, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIARTICLE 5 hereof (other than those conditions, which by their terms, may only be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject On the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (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 Company and Parent and specified in the Agreement of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date Date, the parties hereto shall file the Articles of Merger or other appropriate documents (as herein defined)in any such case, the “Articles of Merger”) executed in accordance with the relevant provisions of the NRS and shall make all other filings or recordings required pursuant to the Applicable Law. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, Merger shall become effective at such time as the same may Articles of Merger are duly filed with the Nevada Secretary of State or at such other time as ARI and ESP shall agree should be amended from specified in the Articles of Merger (the time the Merger becomes effective being hereinafter referred to time, and all schedules hereto (including as the Company Schedule “Effective Time” and the Parent Schedule, as defined in date of such filing being the preambles to Articles II and III hereof, respectively“Effective Date”). Unless this Agreement shall have been terminated pursuant to Section 7.17.1 hereof, the closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Articles of Merger, shall take place occur at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxxxxx Xxxxxxx, Professional Corporation (“WSGR”)LLP, legal counsel to the CompanyARI, located at 900 Xxxx Xxxx Xxxx0000 Xxxxxxxxx Xxxxx, Xxxx XxxxSuite 1000, Xxxxxxxxxx 00000Irvine, California, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VIVI hereof, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimilefacsimile or by emailed PDF files.

Effective Time; Closing. Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger I to be consummated by filing an Agreement of Merger with the Secretary of State of the State of California a properly executed agreement of merger (the “Agreement of Merger”) in such form as may be agreed by the parties hereto and as required by accordance with the relevant provisions of the CGCL California Law (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 Company and Parent and specified in the Agreement of Merger, being the “Effective Time”"AGREEMENT OF MERGER I") as soon as practicable on or after the Closing Date (as herein defined). The Immediately following the Effective Time of Merger I, the parties shall file with the Secretary of State of the State of California a properly executed Agreement of Merger for Merger II conforming to the requirements of the applicable provisions of California Law ("AGREEMENT OF MERGER II"). Each of Merger I and Merger II shall become effective at the time Agreement of Merger I and Agreement of Merger II, respectively, is filed with the Secretary of State of the State of California. Unless the context otherwise requires, the term “Agreement” "AGREEMENT" as used herein refers collectively to this Agreement and Plan of Merger, as the same may be amended from time to time, Merger and all schedules hereto (including the Company Schedule Reorganization and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively)Agreements of Merger. Unless this Agreement shall have been terminated pursuant to Section 7.1, the The closing of the Merger Mergers (the “Closing”"CLOSING") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation (“WSGR”)Corporation, counsel to the Company0000 Xxxxxxxx Xxxxx, at 900 Xxxx Xxxx Xxxx, Xxxx XxxxXxxxxxxx, Xxxxxxxxxx 00000, at a time and on the date to be specified by the parties, which shall be no later than the second that is two (2) business day days after the satisfaction or waiver of the all closing conditions set forth in Article VI6 hereof have been satisfied or waived (or, if later, five (5) Business Days following delivery of the Updated Company Schedule), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”"CLOSING DATE"). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California Delaware a properly executed agreement Certificate of merger Merger (the “Agreement Certificate of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL DGCL (the time of such filing with the Secretary of State of the State of California, Delaware or such later time as may be agreed in writing by Company and Parent and specified in the Agreement Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles preamble to Articles Article II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxMintz, Professional Corporation Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“WSGRMxxxx Lxxxx”), counsel to the CompanyParent, at 900 Xxxx Xxxx 600 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 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 time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California California, a properly executed agreement of merger (the “Agreement Merger Agreement”) and a properly executed Certificate of Merger (the “Certificate of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (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 Company and Parent and specified in the Agreement Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.18.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxMintz, Professional Corporation Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“WSGRXxxxx Xxxxx”), counsel to the CompanyParent, at 900 Xxxx Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 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 time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.