Effective Time the Closing. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the Company, Parent and Merger Sub shall cause a Certificate of Merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL on the Closing Date. The Merger shall become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as agreed by the Company and Parent and set forth in the Certification of Merger) in accordance with the DGCL (the “Effective Time”). Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Los Angeles time, no later than five (5) Business Days after the last of the conditions to Closing set forth in Article VI have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Manatt, Xxxxxx & Xxxxxxxx, LLP, 00000 Xxxx Xxxxxxx, Xxxx., Xxxxx 00000, Xxx Xxxxxxx, XX, 00000, or at such other time or on such other date or at such other place as the Company and Parent may mutually agree upon in writing; provided, however, that the Closing shall not occur on the dates June 17, 2016 through June 30, 2016 without the prior written consent of the Parent and the Company. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
Effective Time the Closing
