Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall shall, subject to the DGCL, become effective at as of such time (as the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware or at such time thereafter as is provided in accordance with the DGCL Certificate of Merger (the "Merger Filing"“Effective Time”). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall shall, subject to the DGCL, become effective at as of such date and time (as the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware or at such later date and time as is specified in accordance with the DGCL Certificate of Merger (the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger Upon the Closing, the parties shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL (and shall make all other filings, recordings or publications required under the "Merger Filing")DGCL in connection with the Merger. The Merger Filing shall be made simultaneously become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as soon as practicable after the closing parties may agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the transactions contemplated by this Agreement in accordance with Section 3.5Merger").

Effective Time of the Merger. The Subject to the provisions of this Agreement, the Merger shall become effective at such time (the "Effective Time") as shall be stated in upon the filing of a properly executed certificate of merger (the "Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed ") with the Secretary of State of the State of Delaware in accordance with the DGCL (Delaware Statute, or at such later time as agreed to by the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after parties and set forth in the closing Certificate of the transactions contemplated by this Agreement in accordance with Section 3.5Merger.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a properly executed Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing Delaware, which filing shall be made simultaneously with or as soon as practicable after the closing following fulfillment or waiver of the transactions contemplated by this Agreement conditions set forth in accordance with Section 3.5Article VII hereof or such later time as is specified in such filing (the "Effective Time").

Effective Time of the Merger. The Merger shall become effective at such time (when the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent Merger is executed and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with Delaware Corporate Law, or at such later time as the DGCL parties hereto shall have designated in such filing as the effective time of the Merger (the "Merger FilingEffective Time"). The Merger Filing , which filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.51.3 hereof.

Effective Time of the Merger. The Merger shall shall, subject to the DGCL, become effective at as of such time (as the "Effective Time") as shall be stated in a Certificate certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger is duly filed with the Secretary of State of the State of Delaware or at such time thereafter as is provided in accordance with the DGCL certificate of merger (the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The As soon as practicable on or after the Closing Date, the parties hereto shall cause the Merger shall become effective at such time to be consummated by filing this Agreement or a certificate of merger (the "Effective Time") as shall be stated in a Certificate of Merger") with the Secretary of State of the State of Delaware, in a such form mutually acceptable to Parent as required by, and executed in accordance with the Companyrelevant provisions of, to be filed the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as is specified in accordance with the DGCL (Certificate of Merger) being the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date the parties hereto will cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in a filing of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware or at such subsequent time or date as Public Company and Merger Partner shall agree and specify in accordance with the DGCL Certificate of Merger (the "Merger Filing"“Effective Time”). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in a filing by the Company of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with and the DGCL (acceptance thereof by such Secretary of State and by making all other filings or recordings required under the "Merger Filing")DGCL. The Certificate of Merger Filing shall be made simultaneously with or as soon as practicable after executed and delivered in the closing of manner provided under the transactions contemplated by DGCL. The time when the Merger shall become effective is referred to in this Agreement in accordance with Section 3.5as the “Effective Time.”

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in upon the later of (i) the date of filing of a properly executed Certificate of Merger, in a form mutually acceptable Merger relating to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL DGCL, and (ii) at such later time as the "Merger Filing")parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing referred to above shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement Closing Date set forth in accordance with Section 3.53.6.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in when a properly executed Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing Delaware, or at such later date and time as may be specified therein, which filing shall be made simultaneously contemporaneously with (or as soon as practicable after after) the closing of the transactions contemplated by this Merger Agreement in accordance with Section 3.53.6. When used in this Merger Agreement, the term "Effective Time" shall mean the date and time at which such filing shall have been made or such later date and time as may be specified in such filing.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated set forth in a Certificate properly executed certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"“Certificate of Merger”). The Merger Filing , which filing shall be made simultaneously with or on the Closing Date. As used in this Agreement, the term “Effective Time” shall mean the date and time when the Merger becomes effective, as soon as practicable after set forth in the closing Certificate of the transactions contemplated by this Agreement in accordance with Section 3.5Merger.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in upon the later of (i) the date of filing of a properly executed Certificate of Merger, in a form mutually acceptable Merger relating to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the "Merger Filing")“Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing referred to above shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement Closing Date set forth in accordance with Section 3.53.7.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective TimeEFFECTIVE TIME") as shall be stated in a Certificate certificate of Mergermerger, in a form mutually acceptable to Parent and the CompanyCereus, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger FilingMERGER FILING"). The Merger Filing shall be made simultaneously , concurrently with or as soon as practicable after the closing of the transactions contemplated by this Agreement Transactions in accordance with Section 3.52.5.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in a the Certificate of Merger, in a form mutually acceptable to Parent Acquiror, Target and the CompanyAcquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "“Merger Filing"”). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become be effective at such the time (that the "Effective Time") as shall be stated in a filing of the counterpart of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware referred to in accordance with the DGCL (Section 1.2 is completed, which time is herein sometimes referred to as the "Merger Filing"). Effective Time." The Merger Filing shall be made simultaneously with or as soon as practicable after have the closing effects set forth in Sections 76-79 of the transactions contemplated by this Agreement in accordance with IBC and Section 3.5259 of the DGCL.

Effective Time of the Merger. The Merger shall become effective at such the date and time (the "Effective Time") as shall be stated in when a Certificate properly executed certificate of Mergermerger, in a such form mutually acceptable to Parent as is required by and executed in accordance with the Companyrelevant provisions of the DGCL, to be is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing")Delaware. The Merger Filing parties hereto shall be made simultaneously with or cause such filings to occur as soon as practicable after on the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing Date.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in upon the later of (i) the date of filing of a properly executed Certificate of Merger, in a form mutually acceptable Merger relating to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"“Certificate of Merger”), and (ii) at such later time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing referred to above shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement Closing Date set forth in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time and be consummated when the Surviving Corporation shall have caused the certificate of merger (the "Effective TimeCERTIFICATE OF MERGER") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL or such later time as is specified in the Certificate of Merger (the "Merger FilingEFFECTIVE TIME"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a the Certificate of Merger, in a form mutually reasonably acceptable to Parent Parent, the Company and the CompanyMerger Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made simultaneously with or as soon as practicable after at the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing.

Effective Time of the Merger. The Subject to the provisions of this Agreement, the Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in upon the filing of a properly executed certificate of merger (the “Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed ”) with the Secretary of State of the State of Delaware in accordance with the DGCL (Delaware Statute, or at such later time as agreed to by the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after parties and set forth in the closing Certificate of the transactions contemplated by this Agreement in accordance with Section 3.5Merger.

Effective Time of the Merger. The Merger shall become effective at such the date and time (the "“Effective Time"”) as shall be stated in when a Certificate of Merger, in a form mutually acceptable to Parent and Merger meeting the Company, to be filed with the Secretary of State requirements of the State of Delaware General Corporation Law (the “DGCL”) shall have been duly executed and filed in accordance with the DGCL (DGCL, or at such other time as is specified in such Certificate of Merger in accordance with the "DGCL, which Certificate of Merger Filing"). The Merger Filing shall be made simultaneously with or filed as soon as practicable after the closing following fulfillment of the transactions contemplated by this Agreement conditions set forth in accordance with Section 3.5Article VII hereof.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in a the Certificate of Merger, in a form mutually reasonably acceptable to Parent Acquiror, Company and the CompanyAcquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "“Merger Filing"”). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made simultaneously with or as soon as practicable after at the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing.

Effective Time of the Merger. Subject to the provisions of this Agreement, on the Closing Date (as defined in Section 3.1), certificate of merger complying with Section 251 of the DGCL (the "Certificate of Merger"), with respect to the Merger, shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in a filing of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as may be set forth in accordance with the DGCL Certificate of Merger (the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in a filing by Acquisition Sub of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing")Delaware. The Certificate of Merger Filing shall be made simultaneously with or executed and delivered in the manner provided under the DGCL. The date and time when the Merger shall become effective is referred to herein as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5“Effective Time.”

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") ---------------------------- as shall be stated set forth in a Certificate properly executed certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger FilingCertificate of Merger"). The Merger Filing , which --------------------- filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement (the "Closing"), in accordance with Section 3.5.------- Section

Effective Time of the Merger. The Merger shall become effective at such time when a properly executed certificate of merger (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be ") is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing Delaware, which filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.3.6 hereof. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Certificate of Merger is so filed. ARTICLE II

Effective Time of the Merger. The Merger shall will become effective at such time (the "Effective Time") as shall be stated set forth in a Certificate properly executed certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger FilingCertificate of Merger"). The Merger Filing , which filing shall be made simultaneously with or on the Closing Date. As used in this Agreement, the term "Effective Time" shall mean the date and time when the Merger becomes effective, as soon as practicable after set forth in the closing Certificate of the transactions contemplated by this Agreement in accordance with Section 3.5Merger.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated set forth in a Certificate properly executed certificate of Merger, in a form mutually acceptable to Parent ownership and the Company, to be merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger FilingCertificate of Ownership and Merger"). The Merger Filing , which filing shall be made simultaneously with or on the Closing Date. As used in this Agreement, the term "Effective Time" shall mean the date and time when the Merger becomes effective, as soon as practicable after set forth in the closing Certificate of the transactions contemplated by this Agreement in accordance with Section 3.5Ownership and Merger.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and consistent with the Companyterms of this Agreement, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing Closing (as defined in Section 4.9, below) of the transactions contemplated by this Agreement in accordance with Section 3.5Agreement.

Effective Time of the Merger. The Merger shall become effective at such time upon the completion of the filing by Purchaser of a properly executed certificate of merger (the "Effective Time") as shall be stated in a “Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed ”) with the Secretary of State of the State of Delaware Delaware, in accordance with such form as is required by the DGCL (relevant provisions of the "Merger Filing"). The Merger Filing DGCL, which filing shall be made simultaneously with or as soon as practicable after following the closing of Closing. When used in this Agreement, the transactions contemplated by this Agreement in accordance with Section 3.5.term “

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in upon the later of (i) the date of filing of a properly executed Certificate of Merger, in a form mutually acceptable Merger relating to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL DGCL, and (ii) at such later time as the "Merger Filing")parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing referred to above shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement Closing Date set forth in accordance with Section 3.53.6.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in a at the time of the acceptance of the filing of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with Merger by the Secretary of State of the State of Delaware Delaware, in accordance with substantially the DGCL form set forth on Exhibit D, attached hereto (the "“Merger Filing"”), or at such later time to which the Parties have agreed and designated in the Merger Filing. The Merger Filing shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing Date.

Effective Time of the Merger. The Merger shall become effective at such time Subject to the provisions of this Agreement, on the Closing Date (as defined in Section 3.1), a certificate of merger (the "Effective TimeMerger Certificate") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent executed and filed by Xxxxxxx and the Company, to be filed Company with the Secretary of State of the State of Delaware in accordance with pursuant to the DGCL Delaware General Corporation Law (the "Merger FilingDGCL"). The Merger Filing shall be made simultaneously with become effective at such time as the Merger Certificate has been so filed or at such time thereafter as soon as practicable after is provided in the closing of Merger Certificate (the transactions contemplated by this Agreement in accordance with Section 3.5"Effective Time").

Effective Time of the Merger. As soon as practicable after the Closing Date the parties shall cause the Merger to be consummated by filing the appropriate documents with the Secretary of State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the “Certificate of Merger”). The Merger shall become effective at such time (11:59 p.m. on the "Effective Time") as shall be stated in a day of filing of the Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL or such later date or time as may be agreed upon by Parent and the Company and set forth therein (the "Merger Filing"“Effective Time”). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. On the Closing Date, the parties shall ---------------------------- file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (as the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as is permissible in accordance with the DGCL and as Parent and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time upon the filing of a certificate of merger ("Certificate of Merger") pursuant to and in compliance with this Agreement and Section 251 of the General Corporation Law of the State of Delaware (the "Effective TimeDelaware Law") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware Delaware. When used in this Agreement, the term "Effective Time" shall mean the time at which the Certificate of Merger has been filed and become effective in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Delaware Law.

Effective Time of the Merger. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in a Certificate filing of Merger, in a form mutually acceptable to Parent and the Company, to be filed certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL (provisions of the "DGCL, or at such other time as Merger Filing"). The Merger Filing Sub and the Company shall agree should be specified in the certificate of merger, which filing shall be made simultaneously with or as soon as practicable after on the closing of Closing Date. When used in this Agreement, the transactions contemplated by this Agreement in accordance with Section 3.5.term “

Effective Time of the Merger. The Merger shall become effective at such time (as the "Effective Time") as shall be stated in a Certificate certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in accordance with the DGCL certificate of merger pursuant to the mutual agreement of EVSI and the Company (the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement Closing (as defined in accordance with Section 3.53.3).

Effective Time of the Merger. The Merger shall become effective at such time when a properly executed Certificate of Merger in substantially the form of Exhibit 2.2 attached hereto (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be ") is duly filed with the Secretary of State of the State of Delaware as provided in accordance with the DGCL (DGCL. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Certificate of Merger Filing"). The Merger Filing is so filed or at such other time as Buyer and the Company shall agree should be made simultaneously with or as soon as practicable after specified in the closing Certificate of the transactions contemplated by this Agreement in accordance with Section 3.5Merger.

Effective Time of the Merger. The Merger shall will become effective at such time (the "“Effective Time"”) as shall be stated in upon the later of (i) the filing of a properly executed Certificate of Merger relating to the Merger (the “Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed ”) with the Secretary of State of the State of Delaware in accordance with the DGCL and (ii) at such later time as the "Merger Filing")Parties agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing shall will be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing Date.

Effective Time of the Merger. The Merger shall shall, subject to the DGCL, become effective at as of such time (as the "Effective Time") as shall be stated in a Certificate applicable Agreement of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in accordance with the DGCL Agreement of Merger (the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. Upon the Closing, the ---------------------------- parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (as the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as is agreed by Parent and the Company and specified in accordance with the DGCL Certificate of Merger (the time the Merger becomes effective being the "Merger FilingEffective Time of the Merger"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective TimeEFFECTIVE TIME") as shall be stated in a Certificate certificate of Mergermerger, in a form mutually acceptable to Parent and the CompanyCereus, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger FilingMERGER FILING"). The Merger Filing shall be made simultaneously , concurrently with or as soon as practicable after the closing of the transactions contemplated by this Agreement Transactions in accordance with Section 3.52.5.

Effective Time of the Merger. The Merger shall become effective at such the time (such time, the "Effective Time") as shall be stated of the filing of a certificate of merger (in a Certificate the form required by, and executed in accordance with, the relevant provisions of Merger, in a form mutually acceptable to Parent and the Company, to be filed DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"), or such later time as may be specified therein. The Merger Filing shall be made simultaneously with or as soon as practicable after following the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing.

Effective Time of the Merger. The Merger Subject to the ---------------------------- provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed file with the Secretary of State of the State of Delaware a certificate of merger duly completed and executed in accordance with the relevant provisions of the DGCL (and shall make all other filings required under the "Merger Filing")DGCL to effect the Merger. The Merger Filing shall be made simultaneously with or as soon as practicable after become effective at the closing actual time of the transactions contemplated filing of such certificate of merger, or at such other later time as is specified in the certificate of merger and agreed to by this Agreement in accordance with Section 3.5the parties hereto (the time at which the Merger has become fully effective being hereinafter referred to as the "Effective Time").

Effective Time of the Merger. The Merger shall become effective at such the time (such time, the "Effective TimeEFFECTIVE TIME") of the filing of a certificate of merger (in such form as shall be stated required by and executed in a Certificate accordance with the relevant provisions of Merger, in a form mutually acceptable to Parent and the Company, to be filed DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger FilingMERGER FILING"). The Merger Filing shall be made simultaneously with or as soon as practicable after following the closing of the transactions contemplated by this Agreement Closing (as defined in accordance with Section 3.52.4).

Effective Time of the Merger. The Merger shall become effective at such the date and time (the "Effective Time") as shall be stated in when a duly prepared and executed Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing")) in accordance with the DGCL. The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.3.6 hereof. ARTICLE II THE

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in a duly executed Certificate of Merger, in a form mutually and substance reasonably acceptable to Parent and United (the Company“Certificate of Merger”), to be is filed with the Secretary of State of for the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Delaware.

Effective Time of the Merger. The Merger shall become effective at such the date and time (the "Effective TimeTime of Merger") as shall be stated in when this Agreement or a Certificate properly executed certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing")DGCL. The Merger Filing parties hereto shall cause this Agreement or the certificate of merger to be made simultaneously with executed and filed as aforesaid upon the satisfaction or as soon as practicable after the closing waiver of the transactions contemplated by conditions contained in this Agreement in accordance with Section 3.5Agreement.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in a Certificate certificate of Merger, in a form mutually acceptable to Parent and the Company, to be merger is filed with the Secretary of State of the State of Delaware in accordance with the DGCL Delaware Laws (the "“Merger Filing"”). The Merger Filing shall be made simultaneously with with, or as soon as practicable after after, the closing of the transactions contemplated by this Agreement Closing in accordance with Section 3.5Article 3.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in when a properly executed Certificate of Merger, in a form mutually acceptable to Parent and Merger meeting the Company, to be requirements of Section 251 of the DGCL is duly filed with the Secretary of State of the State of Delaware or at such later time as the parties hereto shall have designated in accordance with such filing as the DGCL Effective Time of the Merger (the "Merger FilingEffective Time"). The Merger Filing , which filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.53.8 hereof.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in upon the later of (i) the date of filing of a properly executed Certificate of Merger, in a form mutually acceptable Merger relating to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL DGCL, and (ii) at such later time as the "Merger Filing")parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing referred to above shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement Closing Date set forth in accordance with Section 3.53.6.

Effective Time of the Merger. The Merger shall become effective at such the time (such time, the "“Effective Time"”) as shall be stated of the filing of a certificate of merger (in a Certificate the form required by, and executed in accordance with, the relevant provisions of Merger, in a form mutually acceptable to Parent and the Company, to be filed DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL (the "“Merger Filing"”), or such later time as may be specified in the certificate of merger. The Merger Filing shall be made simultaneously contemporaneously with or as soon as practicable after following the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing.

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a duly executed Certificate of Merger, in a substantially the form mutually acceptable to Parent and set forth as EXHIBIT I hereto, is filed by the Company, to be filed Surviving Corporation with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing Such filing shall be made on the Closing Date simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement Closing (as such capitalized terms are defined in accordance with Section 3.53.5 below).

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in a the Certificate of Merger, in a form mutually reasonably acceptable to Parent Parent, Company and the CompanyAcquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made simultaneously with or as soon as practicable after at the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing.

Effective Time of the Merger. The Merger shall will become effective at such time upon the later of (a) the filing of a properly executed certificate of merger (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed ") with the Secretary of State of the State of Delaware (the "Department of State") in accordance with the DGCL DGCL, or (b) such later date and time as may be set forth in the Certificate of Merger (the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.FINAL 08/28/08

Effective Time of the Merger. The Merger shall become effective at such time (immediately upon the "Effective Time") as shall be stated in simultaneous filing of a Certificate of MergerMerger or Articles of Merger relating to the Merger or this Agreement, in a form mutually acceptable to Parent and the Companyas appropriate, to be filed with the Secretary of State of the State of Delaware Delaware, in each case in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL (the time of such simultaneous filing being the "Merger FilingEFFECTIVE TIME"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall shall, subject to the DGCL, become effective at as of such date and time (as the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware or at such later date and time as is specified in accordance with the DGCL Certificate of Merger (the "Merger FilingEFFECTIVE TIME"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such the date and time (the "Effective Time") as shall be stated in when a properly executed Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing Delaware, which filing shall be made simultaneously with or as soon as practicable after the closing following fulfillment of the transactions contemplated by this Agreement conditions set forth in accordance with Section 3.5Article 5 hereof, or at such time thereafter as is provided in such Certificate.

Effective Time of the Merger. The Merger shall become effective at ---------------------------- (such time (time, the "Effective Time") upon the filing of a certificate of merger (in -------------- such form as shall be stated required by and executed in a Certificate accordance with the relevant provisions of Merger, in a form mutually acceptable to Parent and the Company, to be filed DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made ------------- simultaneously with or as soon as practicable after following the closing of the transactions contemplated by this Agreement Closing (as defined in accordance with Section 3.52.4).

Effective Time of the Merger. The Merger shall become ---------------------------- effective at such the date and time (the "Effective Time") as shall be stated in when a Certificate properly executed certificate of Mergermerger, in a such form mutually acceptable to Parent as is required by and executed in accordance with the CompanyDGCL, to be is duly filed with the Secretary of State of the State of Delaware or at such later time as the parties hereto shall have provided in accordance with the DGCL (the "Merger Filing")such certificate. The Merger Filing parties hereto shall be made simultaneously with or cause such filing to occur as soon as practicable on or after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing Date (as hereinafter defined).

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in (a) holders of a Certificate majority of Target Common Stock approve the Merger, and (b) a certificate of merger, in a form mutually acceptable to Parent Axtive and the CompanyTarget, to be is filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing Closing and the execution of the transactions contemplated by this Agreement in accordance with Section 3.5Agreement.

Effective Time of the Merger. The As promptly as ---------------------------- practicable following the satisfaction or, if permissible, waiver of the conditions set forth in Articles VII, VIII, and IX, the parties hereto shall cause the Merger shall become effective at such time (to be consummated by filing the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL (DGCL, and the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement become effective in accordance with Section 3.5the terms of the Certificate of Merger at the time and date contemplated therein (such time and date being referred to herein as the "Effective Time").

Effective Time of the Merger. The Subject to the provisions of this Merger shall become effective Agreement, at such time the Closing (as defined in Section 1.3) a certificate of merger (the "Effective Time") as shall be stated in a Certificate of Merger") shall be duly prepared, in a form mutually acceptable executed and verified by the Company and immediately thereafter delivered to Parent and the Company, to be filed with the Secretary of State of the State of Delaware for filing, as provided in accordance with the DGCL DGCL, as soon as practicable on or after the Closing Date (the "Merger Filing"as defined in Section 1.3). The Merger Filing shall be made simultaneously with or become effective as soon as practicable after the closing of the transactions contemplated by this Agreement date and time specified in accordance with Section 3.5the Certificate of Merger (such date and time, the "Effective Time").

Effective Time of the Merger. The As promptly as practicable following the satisfaction or, if permissible, waiver of the conditions set forth in Articles VII, VIII, and LO, the parties hereto shall cause the Merger shall become effective at such time (to be consummated by filing the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL (DGCL, and the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement become effective in accordance with Section 3.5the terms of the Certificate of Merger at the time and date contemplated therein (such time and date being referred to herein as the "Effective Time").

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in upon the later of (i) the date of filing of a properly executed Certificate of Merger, in a form mutually acceptable Merger relating to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL DGCL, and (ii) at such later time as the "Merger Filing")parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger Filing referred to above shall be made simultaneously with or as soon as practicable after on the closing of the transactions contemplated by this Agreement Closing Date set forth in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at ---------------------------- such time (the "Effective Time") as shall be stated in a the Certificate of Merger, in a form mutually reasonably acceptable to Parent Parent, Company and the CompanyAcquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made simultaneously with or as soon as practicable after at the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Closing.

Effective Time of the Merger. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in completion of the filing of a properly executed Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing Delaware, which filing shall be made simultaneously with or as soon as practicable after the closing Closing of the transactions contemplated by Transactions. When used in this Agreement in accordance with Section 3.5.Agreement, the term "

Effective Time of the Merger. On the Closing Date, the parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (as the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as is permissible in accordance with the DGCL and as Parent and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Merger FilingEffective Time"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective at such time (the "“Effective Time"”) as shall be stated in a duly executed Certificate of Merger, in a form mutually and substance reasonably acceptable to Parent and United (the Company, to be “Certificate of Merger”) is filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5Delaware.

Effective Time of the Merger. The Merger shall become effective at such time (upon the "Effective Time") as shall be stated in completion of the filing of a properly executed Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed Merger with the Secretary of State of the State of Delaware in accordance with respect to the DGCL (the "Merger Filing"). The Merger Filing of Imagyn and Urohealth Sub, which filing shall be made simultaneously with or as soon as practicable on the Closing Date after the closing satisfaction of the transactions contemplated by conditions set forth in Article VII. When used in this Agreement in accordance Agreement, the term "EFFECTIVE TIME" with Section 3.5respect to the Merger shall mean the date and time at which the Certificate of Merger is successfully filed.