Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER"), which filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in upon the filing, or otherwise at a time agreed by the parties, of a properly executed Certificate certificate of Merger merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGERCertificate of Merger"), which filing shall be made as soon as practicable on or after the Closing Dateclosing of the transactions contemplated by this Agreement (the "Merger Closing"). As used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall will become effective as set forth in a properly executed Certificate certificate of Merger merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGERCertificate of Merger"), which filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger duly filed relating to the Merger with the Secretary of State of Delaware in accordance with the State of Delaware DGCL (the "CERTIFICATE OF MERGER"“Certificate of Merger”), which 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 referred to above shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as Date set forth in the Certificate of MergerSection 3.5.

Effective Time of the Merger. The Merger shall become effective ---------------------------- as set forth in a properly executed Certificate certificate of Merger merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGERCertificate of Merger"), which --------------------- filing shall be made as soon as practicable on or after the Closing Date. As used closing of the transactions contemplated by this Agreement (the "Closing"), in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.accordance with ------- Section

Effective Time of the Merger. The Merger shall become effective at such time (the “Effective Time”) as set forth shall be stated in a properly executed the Certificate of Merger duly Merger, in form mutually acceptable to Acquiror, Target and Acquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "CERTIFICATE OF MERGER"“Merger Filing”), which 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 on or after the Closing Date. As used closing of the transactions contemplated by this Agreement in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Mergeraccordance with Section 3.5.

Effective Time of the Merger. The Merger shall become effective as set forth in when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, closing of the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger."

Effective Time of the Merger. The Merger shall become effective as set forth in (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger duly filed relating to the Merger with the Secretary of State of Delaware in accordance with the State DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Delaware (Merger. The filing of the "CERTIFICATE OF MERGER"), which filing Certificate of Merger referred to above shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as Date set forth in the Certificate of MergerSection 3.6.

Effective Time of the Merger. The Merger shall become effective as set forth in when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, or at such later date and time as may be specified therein, which filing shall be made contemporaneously with (or as soon as practicable on or after after) the Closing Dateclosing of the transactions contemplated by this Merger Agreement in accordance with Section 3.6. As When used in this Merger Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, at which such filing shall have been made or such later date and time as set forth may be specified in the Certificate of Mergersuch filing.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed Certificate certificate of Merger merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGERCertificate of Merger"), which filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed Certificate upon the filing of Merger duly filed the certificate of merger with the Secretary of State of the State of Delaware (in accordance with the "CERTIFICATE OF MERGER")provisions of the DLLCA, or at such other time as Merger Sub and the Company shall agree should be specified in the certificate of merger, which filing shall be made as soon as practicable on or after the Closing Date. As When used in this Agreement, the term "EFFECTIVE TIME" “Effective Time” shall mean the date and time when at which such certificate is accepted for filing by the Merger becomes effective, Secretary of State of the State of Delaware or such time as set forth otherwise specified in the Certificate certificate of Mergermerger.

Effective Time of the Merger. The Merger shall become effective as set forth in (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger duly filed relating to the Merger with the Secretary of State of Delaware in accordance with the State of Delaware DGCL and the LLCA (the "CERTIFICATE OF MERGER"), which “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 referred to above shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as Date set forth in the Certificate of MergerSection 3.7.

Effective Time of the Merger. The Merger shall become effective as set forth in when a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of Delaware in accordance with the State Delaware Corporation Law, or at such later time as may be specified in the Certificate of Delaware (the "CERTIFICATE OF MERGER"), which filing shall be made as soon as practicable on or after the Closing DateMerger. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when at which the Certificate of Merger is so filed, or such later date and time of the effectiveness of the Merger becomes effective, as set forth may be specified in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in on the date and at the time at which a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing or at such later date and time as may be specified therein. The Certificate of Merger shall be made filed as soon as practicable on or after the Closing Date. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the time and date and time when the Merger becomes effective, as set forth in the at which such Certificate of MergerMerger is so filed or at such later time as the parties shall designate therein.

Effective Time of the Merger. The Merger shall become effective at such time as set forth in a properly executed Certificate certificate of Merger merger or other appropriate document is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on following fulfillment or after waiver of the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as conditions set forth in Articles VII, VIII and IX hereof or such later time as is specified in such filing (the Certificate of Merger"Effective Time").

Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") after the Closing as set forth in a properly executed copy of the duly completed Certificate of Merger duly filed with (the "Merger Filing") is delivered to the Secretary of State of the State of Delaware (for filing and is filed by the "CERTIFICATE OF MERGER"), which filing shall be made Secretary of State of the State of Delaware or at such later time as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth parties may agree to specify in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in at the date and time (the "Effective Time") when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after following fulfillment of the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as conditions set forth in the Certificate of MergerArticle 5 hereof, or at such time thereafter as is provided in such Certificate.

Effective Time of the Merger. The Merger shall become ---------------------------- effective as set forth in a properly executed once the Certificate of Merger has been properly executed and duly filed with the Delaware Secretary of State and appropriate evidence of the State of Delaware (the "CERTIFICATE OF MERGER"), which acceptance for filing has been obtained. This filing shall be made as soon as practicable on or after by the Closing DateAcquirer concurrently with the Closing. As used in For the purposes of this Agreement, the term "EFFECTIVE TIME" shall mean means the date and time when the at which such Certificate of Merger becomes effective, is filed or at such later time as set forth is provided in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become ---------------------------- effective as set forth in when a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after the Closing Dateclosing of the transactions contemplated by this Agreement in accordance with Section 3.6 hereof. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in at which the Certificate of MergerMerger is so filed.

Effective Time of the Merger. The Merger shall become effective as set forth in when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after the Closing Dateclosing of the transactions contemplated by this Agreement in accordance with Section 11.1. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in the at which such Certificate of Mergeris so filed.

Effective Time of the Merger. The Merger shall become effective as set forth in at the date and time (the "Effective Time") when a properly duly prepared and executed Certificate of Merger duly is filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGERMerger Filing"), which filing ) in accordance with the DGCL. The Merger Filing shall be made simultaneously with or as soon as practicable on or after the Closing Dateclosing of the transactions contemplated by this Agreement in accordance with Section 3.6 hereof. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.ARTICLE II THE

Effective Time of the Merger. The Merger shall become effective as set forth in upon the completion of the filing of a properly executed Certificate of Merger duly with the Secretary of State of the State of Delaware, which filing shall be made on the Closing Date after satisfaction of the conditions set forth in Article VIII. When used in this Agreement, the term “Effective Time” with respect to the Merger shall mean the date and time at which such Certificate of Merger is successfully filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER"), which filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of MergerDelaware.

Effective Time of the Merger. The Merger shall become effective at such time as set forth in a properly executed Certificate of Merger or other appropriate document is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on following fulfillment or after waiver of the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as conditions set forth in Articles VII, VIII and IX hereof or such later time as is specified in such filing (the Certificate of Merger"Effective Time").

Effective Time of the Merger. The Merger shall become effective as set forth in when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after satisfaction or, to the Closing Dateextent permitted hereunder, waiver by each party entitled to the benefits of such condition, of each of the conditions to each party’s obligation to consummate the Merger contained in Article 8. As When used in this Agreement, the term "EFFECTIVE TIME" “Effective Time” shall mean the date and time when the at which such Certificate of Merger becomes effective, is so filed (or at such later time as set forth may be specified in the Certificate of Merger).

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed upon the filing by Acquisition Sub of the Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER"), which filing Delaware. The Certificate of Merger shall be made as soon as practicable on or after executed and delivered in the Closing Datemanner provided under the DGCL. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the The date and time when the Merger becomes effectiveshall become legally effective is referred to herein as the “Effective Time.” For accounting and Tax purposes, the Merger shall be deemed effective as set forth in of 11:59 p.m. Eastern time on the Certificate of MergerClosing Date.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed Certificate certificate of Merger ownership and merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGERCertificate of Ownership and Merger"), which filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Ownership and Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in when a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after the Closing Dateclosing of the transactions contemplated by this Agreement in accordance with Section 3.6 hereof. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in at which the Certificate of MergerMerger is so filed.

Effective Time of the Merger. The Merger shall become effective as set forth in a upon the completion of the filing of properly executed Certificate Certificates of Merger duly filed relating to the Merger with the Secretary Department of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after the Closing DateDate (as hereinafter defined) after satisfaction or waiver of the conditions set forth in Article VIII hereof. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean 12:01 a.m. on the date and time when the on which such Articles of Merger becomes effective, as set forth in the Certificate of Mergerare filed successfully.

Effective Time of the Merger. The Merger shall become effective as set forth in (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger duly filed relating to the Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, and (ii) at such later time as the "CERTIFICATE OF MERGER"), which parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as Date set forth in the Certificate of MergerSection 3.6.

Effective Time of the Merger. The Merger shall will become effective as set forth in (the “Effective Time”) upon the later of (i) the filing of a properly executed Certificate of Merger duly filed relating to the Merger (the “Certificate of Merger”) with the Secretary of State of Delaware in accordance with the State DGCL and (ii) at such later time as the Parties agree and set forth in such Certificate of Delaware (Merger. The filing of the "CERTIFICATE OF MERGER"), which filing shall Certificate of Merger will be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed upon the filing of the Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made or at such later time as soon as practicable on or after the Closing Datespecified therein. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in at which the Certificate of MergerMerger becomes effective in accordance with Delaware Law.

Effective Time of the Merger. The Merger shall become effective as set forth in upon the completion of the filing of a properly executed Certificate of Merger duly filed with the Secretary of State of the State of Delaware (with respect to the "CERTIFICATE OF MERGER")Merger of Imagyn and Urohealth Sub, which filing shall be made as soon as practicable on or after the Closing DateDate after satisfaction of the conditions set forth in Article VII. As When used in this Agreement, the term "EFFECTIVE TIME" with respect to the Merger shall mean the date and time when the Merger becomes effective, as set forth in at which the Certificate of MergerMerger is successfully filed.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed on the Closing Date at the time of the filing by the Surviving Corporation of the Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER"), which filing shall be made or at such later time as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth is specified in the Certificate of Merger). The Certificate of Merger shall be executed and delivered in the manner provided under the Delaware Statute. The time when the Merger shall become effective is referred to herein as the "Effective Time."

Effective Time of the Merger. The Merger shall become effective as set forth at the time (the "Effective Time") specified in a properly executed the Certificate of Merger duly filed with to be issued by the Secretary of State of the State of Delaware (Delaware. The filing of the "CERTIFICATE OF MERGER"), which filing Certificate of Merger shall be made simultaneously with or as soon as practicable on or after possible following the Closing Dateclosing of the transactions contemplated by this Agreement in accordance with Article XII hereof. As used in this Agreement, It is the term "EFFECTIVE TIME" intent of the parties hereto that the Effective Time shall mean be within five business days from the date of the last required approval and time when the Merger becomes effective, expiration of any applicable waiting periods or as set forth in the Certificate of Mergersoon 2 as practicable thereafter.

Effective Time of the Merger. The Merger shall become effective as set forth in on the date and at the time (the "Effective Time") at which a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which or at such later date and time as may be specified therein. The Certificate of Merger filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed (“Effective Time”) at the time of the acceptance of the filing of the Certificate of Merger duly filed with by the Secretary of State of the State of Delaware Delaware, in substantially the form set forth on Exhibit D, attached hereto (the "CERTIFICATE OF MERGER"“Merger Filing”), or at such later time to which filing the Parties have agreed and designated in the Merger Filing. The Merger Filing shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in on the date and at the time at which a properly executed certificate of merger (the “Certificate of Merger Merger”) is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which or at such later date and time as may be specified therein. The Certificate of Merger filing shall be made as soon as practicable on or after the Closing Date. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean means the date and time when the Merger becomes effective, as set forth in the on which such Certificate of MergerMerger is so filed or such later time as the parties shall designate therein.

Effective Time of the Merger. The Merger shall become effective as set forth in (the "Effective Time") upon the later of (i) the date of filing of a properly executed Certificate of Merger duly filed relating to the Merger with the Secretary of State of Delaware in accordance with the State DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Delaware (Merger. The filing of the "CERTIFICATE OF MERGER"), which filing Certificate of Merger referred to above shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as Date set forth in the Certificate of MergerSection 3.6.

Effective Time of the Merger. The Merger shall become effective as set forth in (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger duly filed relating to the Merger with the Secretary of State of Delaware in accordance with the State DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Delaware (Merger. The filing of the "CERTIFICATE OF MERGER"), which filing Certificate of Merger referred to above shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as Date set forth in the Certificate of MergerSection 3.5.

Effective Time of the Merger. The Merger shall become effective as set forth in on the date and at the time at which a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which or at such later date and time as may be specified therein. The Certificate of Merger filing shall be made as soon as practicable on or after the Closing Date. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean the date and time when the Merger becomes effective, as set forth in the on which such Certificate of MergerMerger is so filed or at such later time as the parties shall designate therein.

Effective Time of the Merger. The Merger shall become effective as set forth in on the date and at the time at which a properly executed certificate of merger (the "Certificate of Merger Merger") is duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which or at such later date and time as may be specified therein. The Certificate of Merger filing shall be made as soon as practicable on or after the Closing Date. As When used in this Agreement, the term "EFFECTIVE TIMEEffective Time" shall mean means the date and time when the Merger becomes effective, as set forth in the on which such Certificate of MergerMerger is so filed or such later time as the parties shall designate therein.

Effective Time of the Merger. The Merger shall become effective as set forth in upon the completion of the filing of a properly executed Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER")Delaware, which filing shall be made as soon as practicable on or after the Closing Dateof the Transactions. As When used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed (the “Effective Time”) immediately when the Certificate of Merger duly is accepted for filing by the Secretary of State of Delaware, or at such time thereafter as is provided in the Certificate of Merger. As soon as practicable after the Closing, the Certificate of Merger shall be filed with the Secretary of State of the State of Delaware (Delaware, and the "CERTIFICATE OF MERGER"), which filing Effective Time shall be made as soon as practicable on or after the Closing Date. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and time when the Merger becomes effective, as set forth in the Certificate of Mergeroccur.

Effective Time of the Merger. The Merger shall become effective as set forth in a properly executed on the Closing Date upon the filing by Surviving Corporation of the Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER"), which filing Delaware. The Certificate of Merger shall be made as soon as practicable on or after executed and delivered in the Closing Datemanner provided under the Delaware Statute. As used in this Agreement, the term "EFFECTIVE TIME" shall mean the date and The time when the Merger becomes effective, shall become effective is referred to herein as set forth in the Certificate of Merger"Effective Time." --------------