Common use of Effective Time Clause in Contracts

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub 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. Subject to the provisions of this Agreement, at the Closing, the Company Partnership and Parent will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent 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. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by Parent and the Company and Merger Sub shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with the Closing, the Company will parties hereto shall cause a certificate Certificate of merger Merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) to be executed, acknowledged properly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the terms and conditions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later date or time as may be which the parties hereto shall have agreed by the Company upon and Merger Sub in writing and specified designated in the Certificate of Merger in accordance with the DGCL (as the effective time of the Merger being hereinafter referred to as (the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable following the Closing, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the “Certificate of Merger”), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by MergerCo and the Company and Merger Sub 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. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed), acknowledged and filed together with any required related certificates, with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of on the State of Delaware Closing Date, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL and other applicable law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with as Sub and the DGCL Company shall agree (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, Merger Sub and the Company will cause a properly executed certificate of merger conforming to the requirements of the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of on the DGCLClosing Date. The Merger will shall become effective at such the time as the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be is agreed to in writing by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes effective being hereinafter referred to in this Agreement as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company will parties hereto shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) to be executed), acknowledged with the Secretary of State of the State of Delaware, in accordance with the terms and conditions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware , or at such later date or time as may be which the parties hereto shall have agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (as the effective time of the Merger being hereinafter referred to as (the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at as promptly as practicable after the ClosingClosing and on the Closing Date, Purchaser and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of or, subject to the State of Delaware or at DGCL, such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Sub and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger in connection with the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company and Parent will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent 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. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the “Certificate of Merger”), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL, respectively. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the Closing, Closing Date the Surviving Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware a certificate of merger, in substantially the form attached hereto as Exhibit A, executed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership GP will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent 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. Subject to the provisions of this the Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company Company, Parent and Acquisition Sub will cause a certificate of merger (the “Certificate of Merger”) to be executedexecuted and, acknowledged and as soon as practicable thereafter, filed with the Secretary of State of the State of Delaware, as provided in the Delaware in accordance with Section 251 of General Corporation Law (the “DGCL”). The Merger will shall become effective at such time as the Certificate of Merger has been duly filed such filing is made with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified is provided in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger such effectiveness, being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company parties shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at in connection with the Closing, the Company will Company, Merger Sub and Buyer shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 applicable provisions of the DGCL and shall make all other filings or recordings as required under the DGCL. The Merger will shall become effective at such the time as that the filing of the Certificate of Merger has been duly filed with is accepted by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this --------------- Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of 13 8 the DGCLDGCL and shall make all other filings or recordings required under the DGCL and other applicable law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with as Sub and the DGCL Company shall agree (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent 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. Subject to the provisions of this Agreement, at At the Closing, after the satisfaction or waiver of each of the conditions set forth in Article VI, Acquiror, Merger Sub and the Company will shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed to by Acquiror and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will AMID shall cause a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company SXE and Merger Sub AMID 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. Subject to the provisions of this Agreement, at on the ClosingClosing Date, Parent and the Company will cause file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware on the Closing Date, or at such later date or time as may be agreed by Parent and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger Merger. As used in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as this Agreement, the “Effective Time”)” means the time at which the Merger becomes effective.

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will and Merger Sub shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware becomes effective or at such later other date or and time as may be agreed by the Company and Merger Sub in writing and specified set forth 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. Subject to the provisions of this Agreement, at the Merger Closing, the Company and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent 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. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed Parties shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DGCL (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent 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. Subject to the provisions of this Agreement, at on the Closing Date, substantially concurrently with the Closing, the Company ARRIS and Merger Sub will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DLLCA and the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Merger Sub parties hereto in writing and specified set forth in the Certificate of Merger in accordance with the DLLCA and the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later subsequent date or time as may be agreed by the Company Parent and Merger Sub in writing Target shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company will and Merger Sub I shall cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged executed and filed with in accordance with, and containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other, later date or and time as may be is agreed by between the Company and Merger Sub in writing Parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective such date and time of the Merger being is hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at As soon as practicable following the Closing, the Company (at the direction of the Special Committee) and Dimensional will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company parties in writing, as is permissible under the DGCL and Merger Sub in writing and as 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. Subject to the provisions of this Agreement, at the Closingclosing, the Company will Obalon and ReShape shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Obalon and Merger Sub ReShape 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. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company CBI and Merger Sub in writing IXC shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL and shall make all other filings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent 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. Subject to Concurrently with the provisions of this Agreement, at the Merger Closing, the Company will Company, Parent and Merger Sub shall cause a certificate of merger or certificate of ownership and merger, as the case may be (the “Certificate of Merger”) ), with respect to the Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of as provided under the DGCL. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed by between the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company will and Merger Sub shall cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged executed and filed with in accordance with, and containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other, later date or and time as may be is agreed by between the Company and Merger Sub in writing Parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective such date and time of the Merger being is hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub 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. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company Partnership and Merger Sub Parent 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. Subject to On the provisions of this AgreementClosing Date, at the Closing, Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”) executed in accordance with Section 251 the relevant provisions of the DGCL, and the Parties shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as is permissible under the DGCL and as may be agreed by the Company and Merger Sub Parties 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. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company will cause and Acquisition Sub shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by the Trust and the Company shall agree and Merger Sub in writing and as is specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject As soon as practicable on the Closing Date, the parties hereto shall deliver to the provisions Secretary of this Agreement, at State of the Closing, the Company will cause State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged in accordance with the relevant provisions of the DGCL and filed any other applicable Delaware Law. The Merger shall become effective at the time of filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware DGCL or at such later date or time as the parties hereto may be agreed by the Company and Merger Sub agree in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective DGCL. The date and time of at which the Merger being hereinafter shall so become effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at Parent, Merger Sub and the ClosingCompany shall cause the Merger to be consummated by filing an appropriate Certificate of Merger or, if applicable, a Certificate of Ownership and Merger, or other appropriate documents (as applicable, the Company will cause a certificate of merger (the “Certificate of Merger”"CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date (as hereinafter defined). The Merger will shall become effective upon such filing or at such time thereafter as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified is provided 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").

Effective Time. Subject to the provisions of this Agreement, at Immediately following the Closing, the Company will parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executedin such form as is required by, and executed and acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger will shall become effective at such date and time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, the Company will Parties shall cause a certificate of merger merger, in substantially the form attached hereto as Exhibit D (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with is accepted for filing by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closingclosing, the Company will parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Trooper and Merger Sub Ranger 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. Subject to On the provisions of this Agreement, at Closing Date and contemporaneously with the Closing, the Company will and Merger Sub shall cause to be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a certificate of merger (the “Certificate of Merger”) to be executedexecuted and acknowledged in accordance with, acknowledged and filed with containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such the time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon in writing by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as shall become effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, MergerSub, and the Company will shall cause the Merger to be consummated by filing an appropriate Certificate of Merger or, if applicable, a certificate Certificate of merger Ownership and Merger, or other appropriate documents (the “Certificate of Merger”"CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with Section 251 with, the relevant 5 13 provisions of the DGCL, as soon as practicable on or after the Closing Date. The Merger will shall become effective upon such filing or at such time thereafter as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified is provided 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").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the Closing, Closing Date the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”) and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, Parties shall cause the Company will cause Merger to be consummated by filing a duly executed certificate of merger of Sub and the Company (the “Certificate of Merger”) to be executed, acknowledged and filed with the Office of the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL, as soon as practicable on the Closing Date, and shall take all other action required by law to effect the Merger. The Merger will shall become effective upon such filing or at such time thereafter as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may shall be agreed by the Company Parties and Merger Sub in writing and specified provided 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. Subject to the provisions of terms and conditions set forth in this Agreement, at a Certificate of Merger (the Closing, "Merger Certificate") shall be duly executed by the Company will cause a certificate and thereafter delivered to the Secretary of merger State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as the “Merger Certificate of Merger”) to be executed, acknowledged and is duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at DGCL or such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Merger Sub in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Target and Acquirer will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Target and Merger Sub Acquirer 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. Subject Upon the terms and subject to the provisions conditions of this Agreement, at as promptly as practicable after the ClosingClosing and on the Closing Date, Parent and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of or, subject to the State of Delaware or at DGCL, such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at concurrently with or as soon as practicable following the Closing, the Company and Parent will cause a certificate Certificate of merger Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 and satisfying the relevant provisions of the DGCL. The Merger will shall become effective at such the time as when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing parties and specified in the Delaware Certificate of Merger in accordance with the DGCL (the effective time as of when the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company CTI and NICOYA will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time provisions of §253 of the DGCL. The date and time when the Merger being hereinafter will become effective is herein referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub 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. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes effective being hereinafter herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, each of the Company will cause and Merger Sub shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State of and make all other filings or recordings required by the State of Delaware DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing Parent 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. Subject to the provisions of this Agreement, at the Closing, the Company will Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at on or prior to the ClosingClosing Date, the Company will cause duly execute and file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by the Parent and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to At the provisions of this AgreementClosing (as defined in Section 1.03), at the Closing, the Company will cause a certificate of merger (the “"Certificate of Merger”") shall be duly prepared and executed by the Surviving Corporation and thereafter delivered to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the "Secretary of State") for filing, as provided in accordance with Section 251 of the DGCL, on, or as soon as practicable after, the Closing Date (as defined in Section 1.03). The Merger will shall become effective at such the time as provided in the 8 Certificate of Merger has been duly filed with (the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified so provided in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause Parties shall file a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDelaware Corporation Law and shall make all other filings or recordings required under the Delaware Corporation Law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may TCI and Prospect Global shall agree should be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at the Closing, the Buyer and the Company will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in such form as required by and in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such (the “Effective Time”) upon (i) the date and time as the Certificate of Merger has been duly filed with the Secretary of State of in accordance with the State of Delaware DGCL, or at (ii) such later date or time other time, if any, as may be agreed by the Company parties shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time Merger. The filing of the Certificate of Merger being hereinafter referred to shall be made as soon as practicable on the “Effective Time”)Closing Date.

Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed consummated by filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “Certificate of Merger”), duly executed and completed in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at on such time on the Closing Date as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may shall be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (the “"Certificate of Merger”") to be executed, acknowledged and filed executed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware in accordance with Section 251 of and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company AIC and Merger Sub in writing CAX shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the ““ Certificate of Merger”” ) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent 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 TimeTime ”).

Effective Time. Subject to the provisions of this AgreementContemporaneous with, at or as promptly as practicable after the Closing, the Company will Merger Sub shall cause a certificate of merger in the form attached hereto as Exhibit C (the “"Certificate of Merger”) "), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or and time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger or certificate of ownership and merger, as applicable (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub 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. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will cause a certificate of merger in a form reasonably acceptable to Purchaser and the Company (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL as soon as practicable on or after the Closing Date, and make any and all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall execute and acknowledge a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed file it with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company and Merger Acquisition Sub in writing shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to As soon as practicable following, and on the provisions of this Agreementdate of, at the Closing, the Company Spinco and Merger Sub will cause a certificate of merger relating to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub Parties in writing and specified in the Certificate of Merger but in accordance with any event after the DGCL Charter Amendment Effective Time (the effective time of the Merger being hereinafter referred to as such date and time, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this AgreementAt, at and subject to, the Closing, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger in substantially the form attached to this Agreement as Exhibit A (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and as so specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company JPE and Merger Sub AMID 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. Subject to the provisions of this Agreement, at the Closing, Closing the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 with, and in such form as is required by, the relevant provisions of the DGCLDGCL with respect to the Merger (the “Certificate of Merger”). The Merger will shall become effective at such time as upon the acceptance of the Certificate of Merger has been duly filed with by the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to in writing by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at upon the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger, executed, acknowledged and filed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will Company, Parent, and Merger Sub shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State of and make all other filings or recordings required by the State of Delaware DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing Parent 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. Subject to the provisions of this Agreement, at the Closing, the Company will parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such date and time as the Certificate of Merger has been duly filed with and accepted for recording by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Buyer 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will Parties shall file or cause to be filed a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Sub and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at on or prior to the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (provided, that it is not filed prior to the Closing Date) or at such later other subsequent date or time as may be agreed by LEC and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company will cause a certificate form of merger Exhibit B (the “Certificate of Merger”) to shall be executed, acknowledged duly executed by the Company and thereafter filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may the parties shall agree and as shall be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Parent and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by the Parent and the Company and Merger Sub may agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or a certificate of ownership and merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").