Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Buyer shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “"Certificate of Merger”") in such form as is required by, and executed by the Company Surviving Corporation 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing Closing, the Surviving Corporation Company shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL General Corporation Law of the State of Delaware (the “DGCL”) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company Parent shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Parent shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is “is” required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, at or prior to the Closing, the Buyer Merger Sub and the Company shall jointly prepare, prepare and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, Delaware a certificate of merger to effect the Merger upon the terms hereof (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer Merger Sub and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to a certificate of merger (the Closing"Certificate of Merger") shall be duly prepared, the Buyer and the Company shall jointly prepare, and immediately following the Closing executed by Chase on behalf of the Surviving Corporation shall cause (as defined in Section 1.3) and thereafter delivered to be filed with the Secretary of State of the State of DelawareDelaware for filing, a certificate of merger as provided in the Delaware General Corporation Law (the “Certificate of Merger”) "DGCL"), on the Closing Date (as defined in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLSection 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time thereafter as is established by the Buyer and the Company and set forth provided in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to a certificate of merger (the Closing, "Certificate of Merger") in such form as is required by the Buyer relevant provisions of the Delaware General Corporation Law (the "DGCL") shall be duly prepared and the Company shall jointly prepare, and immediately following the Closing executed by the Surviving Corporation shall cause (as defined in Section 1.3) and thereafter delivered to be filed with the Secretary of State of the State of DelawareDelaware for filing, a certificate of merger (the “Certificate of Merger”) as provided in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL, on the Closing Date (as defined in Section 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established agreed to by the Buyer and the Company parties and set forth in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Buyer shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company Surviving Corporation 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Buyer shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company Surviving Corporation 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company Parent shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Parent shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company Surviving Corporation 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company Parent shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Parent shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to a certificate of merger in such form as is required by the Closing, relevant provisions of the Buyer Delaware General Corporation Law ("DGCL") (the "Certificate of Merger") shall be duly executed and the Company shall jointly prepare, and immediately following the Closing acknowledged by the Surviving Corporation shall cause (as defined in Section 1.03) and thereafter delivered to be filed with the Secretary of State of the State of DelawareDelaware for filing, a certificate of merger as soon as practicable on the Closing Date (the “Certificate of Merger”) as defined in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLSection'1.02). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time") or at such later time as is established by the Buyer and the Company Seller and set forth in the Certificate of Merger (the “Effective Time”)Merger.

Effective Time of the Merger. Subject to the provisions of this Agreement, at or prior to the Closing, the Buyer and the Company shall jointly prepare, prepare and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, Delaware a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to The Merger will become effective upon the provisions of this Agreement, prior to the Closing, the Buyer and filing by the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware substantially in the form attached hereto as Exhibit 1.2 and in accordance with the requirements of the DGCL, or at such form other subsequent date or time as is required byBuyer and the Company may agree and specify in the Certificate of Merger in accordance with the DGCL (the “Merger Effective Time”). Upon Closing, the Company will execute the Certificate of Merger, and executed by the Company 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 upon the filing of will file the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”)pursuant to this Section 1.2.

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation Company shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established agreed to by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to as soon as practicable on the ClosingClosing Date, Parent, the Buyer Company and the Company Merger Sub shall jointly prepare, and immediately following the Closing the Surviving Corporation shall file (or cause to be filed filed) with the Secretary of State of the State of Delaware, Delaware a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company in accordance with, with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as is established by the Buyer Parent and the Company shall agree and set forth shall specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer Parent and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation Company shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) ), in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established agreed to by the Buyer Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing consummation of the Tropsport Share Purchase and the application of the Tropsport Share Purchase Price in accordance with Section 1.2, a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by the Surviving Corporation shall cause and thereafter delivered to be filed with the Secretary of State of the State of Delaware, a certificate for filing, as provided in the General Corporation Law of merger the State of Delaware (the “Certificate of Merger”) in such form as is required by"DGCL"), and executed by on the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLClosing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions terms of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a ---------------------------- certificate of merger (the “"Certificate of Merger”") in such form as is required byshall be duly Agreement, executed and executed acknowledged by the Company Constituent Corporations (as defined in accordance with, Section 1.3) and delivered to the relevant provisions office of the DGCL and shall make all other filings Delaware Secretary of State for filing, as provided in Section 251 of the Delaware General Corporation Law (the "Delaware Law"), as soon as practicable on or recordings required under after the DGCLClosing Date (as defined in Section 1.2). The Merger shall become effective upon at the filing of time at which the Certificate of Merger shall have been filed with the Delaware Secretary of State of the State of Delaware or at such later time thereafter as is established by the Buyer and the Company and set forth provided in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, at or prior to the Closing, the Buyer and the Company shall jointly prepare, prepare and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, Delaware a certificate of merger to effect the Merger upon the terms hereof (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Buyer shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “"Certificate of Merger”") in such form as is required by, and executed by the Company Surviving Corporation 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of 9 Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to a certificate of merger (“Certificate of Merger”) shall be duly prepared, executed and acknowledged by the ClosingSurviving Corporation, the Buyer and the Company shall jointly prepareas defined in Section 1.4(a), and immediately following the Closing the Surviving Corporation thereafter shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) Delaware as provided in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL, in each case as soon as practicable on or after the Closing Date (as defined in Section 1.3). The Merger shall become effective upon on the filing of date and at the time on which the Certificate of Merger shall have been filed with the Secretary of State of the State of Delaware (or at such later date and time as is established by the Buyer and the Company and set forth may be specified in the Certificate of Merger (the “Effective Time”Merger).

Effective Time of the Merger. Subject to the provisions of this Agreementterms and conditions hereof, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately as soon as practicable following the Closing on the Surviving Corporation shall Closing Date, the Company and Parent will cause the certificate of merger attached hereto as Exhibit C (the “Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) Delaware as provided in such form as is required by, and executed by the Company in accordance with, the relevant provisions Section 251 of the DGCL and shall take all such reasonable further actions as may be required by Law to make all other filings or recordings required under the DGCLMerger effective. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later date and time as is established by the Buyer Parent and the Company shall agree and set forth specify in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company Parent shall jointly prepare, and immediately following on the Closing Date or as soon as practicable thereafter the Surviving Corporation Parent shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “"Certificate of Merger”") in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer Parent and the Company and set forth in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date the Surviving Corporation Buyer shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company Surviving Corporation in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall be consummated and shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “"Certificate of Merger”") in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “date and time at which the Merger becomes effective, the "Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date the Surviving Corporation and the Company shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the ClosingClosing (as defined in Section 1.4), the Buyer and the Company shall jointly prepare, and immediately following on the Closing Date (as defined in Section 1.4) the Surviving Corporation Buyer shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company Surviving Corporation in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under (the DGCL"Certificate of Merger"). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company Parties and set forth in the Certificate of Merger (the “"Effective Time”").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepareprepare and, and immediately following the Closing Closing, the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to at the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation parties shall cause the appropriate certificate of merger or certificate of ownership and merger, as the case may be (in either case, the “Certificate of Merger”), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, a certificate of merger Delaware (the “Certificate Delaware Secretary of MergerState”) in such form as is required by, and executed by the Company in accordance with, the relevant provisions with Section 251 of the DGCL and shall make all other filings (or recordings required under to the extent provided in Section 1.10 hereof, Section 253 of the DGCL). The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as is established may be agreed by the Buyer and the Company and set forth Newco in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing Closing, the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company Surviving Corporation 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 upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation Company shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established agreed to by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to a certificate of merger in such form as is required by the Closing, relevant provisions of the Buyer Delaware General Corporation Law ("DGCL") (the "Certificate of Merger") shall be duly executed and the Company shall jointly prepare, and immediately following the Closing acknowledged by the Surviving Corporation shall cause (as defined in Section 1.3) and thereafter delivered to be filed with the Secretary of State of the State of DelawareDelaware for filing, a certificate of merger as soon as practicable on the Closing Date (the “Certificate of Merger”) as defined in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLSection 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time") or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”)Merger.

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing Closing, the Surviving Corporation shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed by the Company 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 upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Effective Time of the Merger. Subject to As promptly as practicable after the provisions approval hereof by the shareholders of each Constituent Entity and the execution and delivery of this Agreement, prior to Merger Agreement by each of the Closingparties hereto, the Buyer and the Company shall jointly prepare, and immediately following the Closing the Surviving Corporation parties hereto shall cause the Merger to be filed consummated by filing with the Secretary of State of the State of Delaware, a certificate Certificate of merger Merger in the form of Exhibit A attached hereto (the “Certificate of Merger”) in such form ), as is required by, and executed by the Company in accordance with, with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLof, Delaware Law. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is established by the Buyer and the Company and set forth in the Certificate of Merger (the “Effective Time”).