Common use of Effective Time Clause in Contracts

Effective Time. The Merger shall become effective at -------------- the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."

Effective Time. The Merger In order to effectuate the Merger, on the Closing Date (as defined in Section 1.7), the Company shall become effective at -------------- the time of filing of cause a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be filed with the Secretary of State of Delaware, in such form as required by, and executed in accordance with, the State of Delaware on the Closing DateDGCL. The Merger shall be effective as of the time when of filing of the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The On the Closing Date, the parties hereto shall cause the Merger shall become effective at -------------- the time of to be consummated by filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by and executed in accordance with the relevant provisions of Section 251 the DGCL (the date and time of such filing, or such later date and time as may be specified in such filing by mutual agreement of Parent, Merger Sub and the GCL. The Certificate of Merger shall be filed with Company, being the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- on the time of filing of a Closing Date (as defined in Section 9.1 hereof), as set forth in the certificate of merger reflecting the Merger (the "Certificate of Merger") with in the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger form attached as Exhibit C hereto which shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the term "EFFECTIVE TIME."

Effective Time. The Merger shall become effective at -------------- on the time of filing of a Closing Date (as defined in Section 9.1 hereof), as set forth in the certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of Delaware (the State "Secretary of Delaware State") on the Closing DateDate . The time when the Merger becomes effective is herein referred to as the term "EFFECTIVE TIME."

Effective Time. The Merger On the Closing Date (as defined in Section 1.4), MergerCo and the Company shall become effective at -------------- the time of filing of duly execute a certificate of merger reflecting the Merger (the "Certificate of Merger") and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions DGCL. The Merger shall become effective at such time as the Certificate of Section 251 Merger, accompanied by payment of the GCL. The Certificate filing fee (as provided in the DGCL), has been examined by and received the endorsed approval of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The On the Closing Date, the parties shall cause the Merger shall become effective at -------------- the time of filing of to be consummated by causing a certificate of merger reflecting the Merger (the "Certificate of Merger") with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Section 251 of the GCLDGCL. The Merger shall become effective at the 8 13 time of filing the Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on in accordance with the Closing Date. The time when relevant provisions of the Merger becomes effective is herein referred to as DGCL (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger On the Closing Date (as defined in Section 1.4 below), MergerCo and the Company shall become effective at -------------- the time of filing of duly execute a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions DGCL. The Merger shall become effective at such time as the Certificate of Section 251 Merger, accompanied by payment of the GCL. The Certificate filing fee (as provided in the DGCL), has been examined by and received the endorsed approval of Merger shall be filed with the Secretary of State of the State of Delaware on (the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- the time of filing of a A certificate of merger reflecting to effect the Merger (the "“Certificate of Merger"”) shall be filed on the Closing Date (as hereinafter defined) with the Secretary of State of the State of Delaware in accordance with (“Secretary of State”) pursuant to the provisions of Section 251 GCL and the LP Act and shall specify that the Merger shall become effective upon the filing of the GCL. The Certificate of Merger shall be filed with (such time of effectiveness, the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. Subject to the provisions of this Agreement, Acquiror, Merger Sub and the Company shall cause the Merger to be consummated by filing a certificate of merger in accordance with Section 251 of the DGCL on the Closing Date (as defined below). The Merger shall become effective at -------------- the time of immediately upon such filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware or at such later date and time as the Company and Acquiror may agree upon and as set forth in accordance with the provisions such certificate of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The merger, which date and time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time."”

Effective Time. The Merger shall become effective at -------------- on the time of filing of a Closing Date (as defined in Section 9.1 hereof), as set forth in the certificate of merger reflecting the Merger (the "Certificate of Merger") with in the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger form attached as Exhibit C hereto which shall be filed with the Secretary of State of the State of Delaware on or before the Closing Date. The time when the Merger becomes effective is herein referred to as the term "EFFECTIVE TIME."

Effective Time. The Merger shall become effective at -------------- the time of filing of when a certificate of merger reflecting relating to the Merger (the "“Certificate of Merger") with the Secretary of State of the State of Delaware ”), executed in accordance with the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be DGCL, is filed with the Secretary of State of the State of Delaware Delaware; provided, however, that, upon the mutual written consent of the Company and Merger Sub, the Certificate of Merger may provide for a later date of effectiveness of the Merger not more than 30 days after the date the Certificate of Merger is filed. The filing of the Certificate of Merger shall be made as soon as practicable on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."

Effective Time. The On the terms and subject to the conditions set forth herein, on the Closing Date, the Company and Merger Sub shall become effective at -------------- cause the time of Merger to be consummated by filing of a certificate of merger reflecting in substantially the Merger form of Exhibit G attached hereto (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of Section 251 the DGCL (the time of such filing, or such later time as may be agreed in writing by the GCL. The Company and Acquiror and specified in the Certificate of Merger shall be filed with Merger, being the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- the time of be consummated by filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger in such form as is required by, and executed in accordance with with, the relevant provisions of Section 251 the Delaware Law (the time of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as such filing being the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger At the Closing, the Company shall become effective at -------------- the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") file with the Secretary of State of Delaware a certificate of merger in the State form attached as Exhibit F (the “Certificate of Delaware in accordance with Merger”). The Merger shall become effective upon the provisions of Section 251 filing of the GCL. The Certificate of Merger shall or at such later time as may be filed with agreed to by Parent and the Secretary Company in writing and specified in the Certificate of State of Merger (the State of Delaware on the Closing Date. The date and time when that the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the "Secretary of State") on the Closing DateDate (as defined in Section 10.1 hereof). The term "Effective Time" shall be the date and time when the Merger becomes effective is herein referred to effective, as set forth in the "EFFECTIVE TIMECertificate of Merger."

Effective Time. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of Delaware Law (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered by the Company to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at -------------- upon the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware in accordance with (the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective Subject to the provisions of this Agreement, at -------------- the time of filing of Closing, the Company will file a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 the DGCL. The Merger will become effective upon the filing of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The or at such later date and time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMECompany and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”)."

Effective Time. The Merger Concurrently with the Closing, the Company shall become effective at -------------- the time of filing of file a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the applicable provisions of Section 251 of the GCLDGCL. The Merger shall become effective on the date and time at which the Certificate of Merger shall be has been duly filed with the Secretary of State of the State of Delaware on or at such other date and time as is agreed between the Closing Date. The time when parties and specified in the Certificate of Merger becomes effective is herein referred to as (such date and time, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Unless the Agreement is terminated pursuant to Section 7.15, the Merger shall become effective at -------------- the time of the acceptance of the filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCLDelaware General Corporation Law (the “DGCL”). The S Corp and LLC agree to file the aforementioned Certificate of Merger shall be filed with immediately following the Secretary of State of the State of Delaware on the Closing DateClosing, as hereinafter defined. The date and time when the Merger becomes shall become effective is herein referred to herein as the "EFFECTIVE TIME“Effective Time."”

Effective Time. The Merger Subject to the terms and conditions of this Agreement, on or before the Closing Date, Purchaser and Company shall become effective at -------------- the time of filing of cause to be filed a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware (the “Delaware Secretary”) executed in accordance with with, and containing such information as is required by, the relevant provisions of Section 251 the DGCL and the DLLCA in order to effect the Merger. The Merger shall become effective as of the GCL. The date and time specified in the Certificate of Merger shall be filed with (the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at as set forth in the -------------- the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") which shall be filed with the Secretary of State of appropriate authorities in the State of Delaware in accordance with (the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware "Authorities") on the Closing DateDate (as defined in Section 9.1 hereof). The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."The

Effective Time. The Subject to the provisions of this Agreement, the Company and Merger Company shall become effective at -------------- the time of filing of a certificate of merger reflecting cause the Merger to be consummated by filing an appropriate Certificate of Merger or other appropriate documents (the "Certificate of Merger") with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware DLLCA, on the Closing Date. The Merger shall become effective on the Closing Date at the time when the Merger becomes effective is herein referred to as specified in Section 1.6(b) (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Subject to the provisions of this Agreement, the Company and Merger Company shall become effective at -------------- the time of filing of a certificate of merger reflecting cause the Merger to be consummated by filing an appropriate Certificate of Merger or other appropriate documents (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware DLLCA, on the Closing Date. The time when Merger shall become effective immediately after the Merger becomes effective is herein referred to as Closing (the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a --------------- certificate of merger reflecting with the Merger (the "Certificate Delaware Office of Merger") with the Secretary of State on the day of the State of Delaware closing ("Closing Date"), in accordance with the provisions of Section 251 DGCL (the "Closing"). The "Effective Time" of the GCL. The Certificate of Merger shall be the date and time upon which the certificate of merger as to the Merger is filed with the Delaware Office of the Secretary of State State, or as otherwise stated in such certificate of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEmerger."

Effective Time. The Merger At the Closing, the Company shall become effective at -------------- the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") file with the Secretary of State of the State of Delaware a certificate of merger for the Merger (the “Certificate of Merger”), duly executed in accordance with with, and in such form as required by, the provisions of Section 251 of the GCLDGCL. The Merger shall become effective at the time the Company duly files the Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on or at such later time as Parent and the Closing Date. The Company shall agree and specify in the Certificate of Merger (the time when the Merger becomes effective is herein referred to as effective, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- on the time of Closing Date (as defined in Section 9.1 hereof), upon the filing of a the certificate of merger reflecting the Merger (the "Certificate of Merger") in the form attached as Exhibit B hereto with the Secretary of State of the State of Delaware (or at such later time as may be agreed by Edify and S1 in accordance with writing and specified in the provisions Certificate of Section 251 of the GCLMerger). The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the term "EFFECTIVE TIME."

Effective Time. The Merger shall become effective at -------------- As soon as practicable on the time of filing of a certificate of merger reflecting Closing Date, the Merger (the "Certificate of Merger") Company will file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Section 251 of the GCLDGCL. The Merger will become effective at such time as the Certificate of Merger shall be is duly filed with the Secretary of State of the State of Delaware on Delaware, or at such later time as is permissible in accordance with the Closing Date. The DGCL and as the Parties may agree, as specified in the Certificate of Merger (the time when the Merger becomes effective is herein referred to as effective, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- As soon as practicable following the time of filing of Closing, the Company and Keystone will cause a certificate of merger reflecting the Merger (the "Certificate of Merger") to be signed, acknowledged and delivered for filing with the Secretary of State of the State of Delaware as provided in Sections 251(c) and 103 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have become effective in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as DGCL (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The As soon as practicable on or after the Closing, the parties will cause the Merger shall become effective at -------------- the time of to be consummated by filing of a certificate of merger reflecting with the Merger Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the "“Certificate of Merger"”). The Merger will become effective (the “Effective Time”) upon filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as shall be agreed upon by the Parent and the Company and specified in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEMerger."

Effective Time. The As soon as practicable following the Closing, the parties hereto shall cause the Merger shall become effective at -------------- the time of to be consummated by filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the date and time of Section 251 of such filing, or if another date and time is specified in such filing, such specified date and time, being the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger Subject to the provisions of this Agreement, as early as practicable on the Closing Date, the Company shall become effective at -------------- the time of filing of file a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware Delaware, in accordance with the provisions of Section 251 of such form as required by the GCL. The Certificate of , and the Merger shall be filed with thereupon become effective (the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger At the Closing, the Company shall become effective at -------------- the time of filing of cause a certificate of merger reflecting substantially in the Merger form of Exhibit A attached hereto (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Secretary of State of the State of Delaware on and make all other filings or recordings required by the Closing DateDGCL to effectuate the Merger. The Merger shall become effective at such time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as the Parent and the Company shall agree and specify in the Certificate of Merger (the “Effective Time”). 1.03

Effective Time. The Merger shall become effective at -------------- On the time of filing of a Closing Date, MergerCo and the Company will cause the appropriate certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed and filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") in such form and executed as provided in Section 251(c) of the DGCL. The Merger shall become effective on the Closing Date. The time when date on which the Certificate of Merger becomes effective is herein referred to as has been duly filed with the Delaware Secretary of State (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger shall become effective at -------------- On the time of filing of a certificate of merger reflecting Closing Date and on the Merger (terms and subject to the "Certificate of Merger") with conditions hereof, the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Delaware Secretary of State of the State of Delaware on the Closing Dateby Pxxxxx. The time when Merger shall become effective at the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEEffective Time."

Effective Time. The Concurrently with the Closing, the Company and Merger shall become effective at -------------- the time Sub will cause a Certificate of filing of a certificate of merger reflecting the Merger (the "Delaware Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged, and filed with the Secretary of State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of Delaware on or such other date and time as agreed upon by the Closing Date. The time when Company and Merger Sub and specified in the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The On the Closing Date, the parties hereto shall cause the Merger shall become effective at -------------- the time of to be consummated by filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by and executed in accordance with the relevant provisions of Section 251 the DGCL (the date and time of such filing, or such later date and time as may be specified in such filing by mutual agreement of Buyer, Merger Sub and the GCL. The Certificate of Merger shall be filed with Company, being the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- On the time date of filing the closing of a certificate of merger reflecting the Merger referred to in Section 3.1 hereof, a Certificate of Merger (the "Certificate of Merger") with in such form as required by, and executed in accordance with, the Secretary of State relevant provisions of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger DGCL shall be filed with the Secretary of State of the State of Delaware on the Closing DateDelaware. The Merger shall become effective at the time when (the Merger becomes effective is herein referred to "Effective Time") of such filing or at such later time as the "EFFECTIVE TIMEparties hereto shall have provided in such certificate."

Effective Time. The At the Closing, the Buyer Parties and the Company shall cause the Merger shall become effective at -------------- the time of to be consummated by filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware as provided in accordance with the provisions of Section 251 of the GCLDGCL. The Merger shall become effective upon such filing or at such time thereafter as the Buyer Parties and the Company shall agree and specify in the Certificate of Merger shall be filed with (the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- Subject to the time provisions of this Agreement, the parties will cause the Mergers to be consummated by filing of a an appropriate certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with DGCL and the Secretary of State of the State of Delaware DLLCA on the Closing Date. The Mergers will become effective upon such filing or at such time when thereafter as is provided in the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- the time of filing of Company will cause a certificate of merger reflecting the Merger (the "Certificate of Merger") with Merger to be executed and delivered to the Secretary of State of the State of Delaware as provided in accordance with the provisions of Section 251 of the GCLDGCL. The Merger shall become effective at the time when the Certificate of Merger shall be has been duly filed with the Secretary of State of the State of Delaware on or at such later time as may be agreed upon by the Closing Date. The time when parties and specified in the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a certificate of merger reflecting with the Merger (the "Certificate Delaware Office of Merger") with the Secretary of State on the day of the State of Delaware closing (“Closing Date”), in accordance with the provisions of Section 251 DGCL (the “Closing”). The “Effective Time” of the GCL. The Certificate of Merger shall be the close of business on the date that the certificate of merger as to the Merger is filed with the Delaware Office of the Secretary of State State, or as otherwise stated in such certificate of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEmerger."

Effective Time. The Merger Concurrently with the Closing, the Company shall become effective at -------------- the time of filing of file a certificate of merger reflecting with respect to the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in the form attached hereto as Exhibit C (the “Certificate of Merger”) and as required by, and executed in accordance with with, the applicable provisions of Section 251 of the GCLDGCL. The Merger shall become effective on the date and time at which the Certificate of Merger shall be has been duly filed with the Secretary of State of the State of Delaware on or at such other date and time as is agreed between the Closing Date. The time when parties and specified in the Certificate of Merger becomes effective is herein referred to as (such date and time, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the "Delaware Secretary") on the Closing DateDate (as defined in Section 9.1 hereof). The term "Effective Time" shall be the date and time when the Merger becomes effective is herein referred to effective, as set forth in the "EFFECTIVE TIME."Certificate of Merger. 1.3

Effective Time. A certificate of merger in customary form and substance (the “Certificate of Merger”) shall be executed by the Company and, at the Closing, delivered to the Secretary of State of the State of Delaware for filing in accordance with Section 251 of the DGCL. The Merger shall become effective at -------------- upon the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company agree and specify in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with (the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger At the Closing, the Company shall become effective at -------------- execute, in the time of filing of a certificate of merger reflecting manner required by the Merger (the "Certificate of Merger") with GCL, and deliver to the Secretary of State of the State of Delaware in accordance with a duly executed certificate of merger, and the provisions of Section 251 of parties shall take such other and further actions as may be required by 7 law to make the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Dateeffective. The time when the Merger becomes effective in accordance with applicable law is herein referred to as the "EFFECTIVE TIMEEffective Time."

Effective Time. Concurrently with the Closing, the Company shall cause an appropriate certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State as provided under the DGCL. The Merger shall become effective at -------------- the time the Certificate of filing Merger has been duly filed with the Delaware Secretary of a certificate State or at such later date and time as is agreed between Parent and the Company and specified in the Certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein being hereinafter referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The (a) Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Acquiror, Merger Sub and the Company shall become effective at -------------- the time of filing of cause a certificate of merger reflecting with respect to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be duly filed with the Secretary of State of the State of Delaware on (the Closing Date. The time when “DE SOS”) in accordance with the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEDGCL."

Effective Time. The Merger In order to effectuate the Merger, on the Closing Date (as defined in Section 1.7), the Company shall become effective at -------------- the time of filing of cause a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be filed with the Secretary of State of the State of Delaware on in such form as required by, and executed in accordance with, the Closing DateDGCL. The Merger shall be effective as of the time when of filing of the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The On the date of the closing of the -------------- Merger shall become effective at -------------- the time referred to in Section 3.1 hereof, a Certificate of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with in such form as required by, and executed in accordance with, the Secretary of State relevant provisions of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger DGCL shall be filed with the Secretary of State of the State of Delaware on the Closing DateDelaware. The Merger shall become effective at the time when (the Merger becomes effective is herein referred to "Effective Time") of such filing or at such later time as the "EFFECTIVE TIMEparties hereto shall have provided in such certificate."

Effective Time. The At the Closing, the Company and Merger Sub shall become effective at -------------- the time of filing of cause a certificate of merger reflecting substantially in the Merger form of Exhibit D hereto (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Secretary of State of the State of Delaware on and make all other filings required by the Closing DateDLLCA in connection with the Merger. The Merger shall become effective at such time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMECertificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as Parent and the Company shall agree and specify in the Certificate of Merger (the “Effective Time”)."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”), on the Closing Date. The time when the Merger becomes effective is herein referred to Date (as the "EFFECTIVE TIME."hereinafter

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a certificate of merger reflecting with the Merger (the "Certificate Delaware Office of Merger") with the Secretary of State on the day of the State of Delaware closing ("Closing Date"), in accordance with the provisions of Section 251 DGCL (the "Closing"). The "Effective Time" of the GCL. The Certificate of Merger shall be the close of business on the date that the certificate of merger as to the Merger is filed with the Delaware Office of the Secretary of State State, or as otherwise stated in such certificate of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEmerger."

Effective Time. The Merger As promptly as possible on the Closing Date, the parties shall become effective at -------------- the time of filing of a certificate of merger reflecting cause the Merger (the "Certificate of Merger") to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as is required by and executed in accordance with the provisions of Section 251 DGCL. The Merger shall be effective as of the GCL. The date and time of the filing of the Certificate of Merger with the Delaware Secretary of State, or at such later time as shall be filed with agreed upon by Parent and the Secretary Company and specified in the Certificate of State of Merger (the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective be effected by filing at -------------- the time of filing of Closing, or as soon thereafter as practicable, a certificate of merger reflecting the Merger (the "Certificate of Merger") executed in accordance with Delaware law, and shall make all other filings and recordings required under Delaware law. The Merger shall become effective (the "Effective Time") upon the acceptance of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date as specified in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEMerger."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the "Delaware Secretary") on the Closing DateDate (as defined in Section 9.1). The term "Effective Time" shall be the date and time when the Merger becomes effective is herein referred to effective, as set forth in the "EFFECTIVE TIME."Certificate of Merger. 1.3

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a certificate of merger reflecting with the Merger (the "Certificate Delaware Office of Merger") with the Secretary of State on the day of the State of Delaware closing ("Closing Date") provided for in Article X hereof (the "Closing"), in accordance with the provisions of Section 251 of the GCLDGCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."

Effective Time. The Merger shall become effective at -------------- As soon as practicable following the time Closing, and provided that this Agreement has not been terminated or abandoned pursuant to Article IX hereof, the Company and Praxair will cause a Certificate of filing of a certificate of merger reflecting the Merger (the "Delaware Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Secretary of State of Delaware as provided in Section 251 of the State of Delaware on the Closing DateDGCL. The Merger shall become effective at the time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."Delaware

Effective Time. The Merger shall become effective at -------------- At and after the time of the Closing, the parties shall cause the Merger to be consummated by filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 the DGCL (the date and time of such filing, or such later date and time as may be agreed upon by Parent and Company and set forth therein, being the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The As soon as practicable on the Closing Date, Merger shall become effective at -------------- Sub and the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") Company will file with the Secretary of State of the State of Delaware the certificate of merger (the “Certificate of Merger”) executed in accordance with the provisions requirements of Section 251 of the GCLDGCL. The Merger will become effective at such time as the Certificate of Merger shall be is duly filed with the Secretary of State of the State of Delaware on Delaware, or at such other time as is permissible in accordance with the Closing Date. The DGCL and as the Parties may agree, as specified in the Certificate of Merger (the time when the Merger becomes effective is herein referred to as effective, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with Delaware law to become effective on the provisions of Section 251 day of the GCLclosing ("Closing Date") provided for in Article XI hereof (the "Closing"). The Certificate of Merger term "Effective Time" shall be filed with mean the Secretary of State of the State of Delaware time on the Closing Date. The time Date (or a subsequent date not later than the opening of business on the next Business Day) when the Merger becomes effective is herein referred to as set forth in the "EFFECTIVE TIMECertificate of Merger."

Effective Time. The Merger shall be consummated by filing with the Delaware Secretary of State a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”), as is required by, and executed in accordance with, the relevant provisions of the DGCL (the time of such filing being the “Effective Time”). The Merger shall become effective at -------------- the time close of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware business on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."

Effective Time. The At the Closing, Merger shall become effective at -------------- Sub and the time of filing of Company will cause a certificate of merger reflecting the Merger (the "Certificate of Merger") with , substantially in the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall form set forth as Exhibit D hereto to be executed and filed with the Secretary of State of the State of Delaware on Delaware, as required by the Closing DateDGCL (the "Certificate of Merger"). The When used herein, the term "Effective Time" shall mean the time when the Certificate of Merger becomes has been accepted for filing and is deemed effective is herein referred to as the "EFFECTIVE TIMEunder applicable Law."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the "Secretary") on the Closing DateDate (as defined in Section 10.1 hereof). The term "Effective Time" shall be the date and time when the Merger becomes effective is herein referred to effective, as set forth in the "EFFECTIVE TIME."Certificate of Merger. 1.3

Effective Time. The Merger shall become effective Subject to the provisions of this Agreement, at -------------- the time of filing of Closing, the Company will cause a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Delaware Secretary of State State, in such form as is required by the DGCL (the date and time of such filing, or such later date and time as Parent and the State Company shall agree and specify in the Certificate of Delaware on the Closing Date. The Merger, such specified date and time when the Merger becomes effective is herein being hereinafter referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The As soon as practicable following the Closing, the Company and Merger shall become effective at -------------- the time Sub will cause a Certificate of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Secretary of State of the State of Delaware on as provided in Section 251 of the Closing DateDGCL. The Merger shall become effective at the time when the Certificate of Merger becomes effective is herein referred to has been duly filed with the Secretary of State of the State of Delaware or such later time as shall be agreed upon by the parties and set forth in the Certificate of Merger in accordance with the DGCL (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger shall become be consummated by and shall be effective at -------------- the time (the "Effective Time") of the filing with the Delaware Secretary of State of a certificate of merger reflecting merger, in such form as is required by, and executed in accordance with, the Merger (the "Certificate of Merger") with the Secretary of State relevant provisions of the State of Delaware in accordance with DGCL, and such other documents as may be required by the provisions of Section 251 the DGCL (which filings shall be made as soon as practicable following the satisfaction or waiver of the GCLconditions set forth in Article IV hereof). The Certificate of Merger At the Effective Time, the Surviving Corporation shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred change its name to as the "EFFECTIVE TIMEAvatex Corporation."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) on the Closing Date. The term “Effective Time” shall mean the time on the Closing Date when the Merger becomes effective is herein referred to effective, as set forth in the "EFFECTIVE TIMECertificate of Merger."

Effective Time. The Merger shall become effective at -------------- the time of filing of a and date that the certificate of merger reflecting the Merger (the "Certificate of Merger") with ), in the form attached hereto as Exhibit 7, is accepted for filing by the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCLDGCL. The Certificate of Merger shall be filed with executed by the Surviving Corporation and delivered to the Secretary of State of the State of Delaware for filing on the Closing Date. The date and time when the Merger becomes effective is herein are referred to herein as the "EFFECTIVE TIMEEffective Time."

Effective Time. The Merger At the Effective Time, the Company shall become effective at -------------- the time of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") file with the Secretary of State of the State of Delaware a certificate of merger in form and substance reasonably acceptable to the Company and Plum, executed in accordance with the relevant provisions of Section 251 the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the GCL. The Certificate of Merger shall be filed with or at such later time as is agreed to by the Secretary Parties and specified in the Certificate of State of Merger (the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- At the time Closing, the Company will cause a Certificate of filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed and acknowledged and filed with the Secretary of State of the State of Delaware on as provided in the Closing Daterelevant provisions of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Merger becomes effective is herein referred to Certificate of Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the "EFFECTIVE TIMEParties in writing and specified in the Certificate of Merger."

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a certificate of merger reflecting with the Merger (the "Certificate Delaware Office of Merger") with the Secretary of State on the day of the State of Delaware closing (“Closing Date”), in accordance with the provisions of Section 251 DGCL (the “Closing”). The “Effective Time” of the GCL. The Certificate of Merger shall be the date and time upon which the certificate of merger as to the Merger is filed with the Delaware Office of the Secretary of State State, or as otherwise stated in such certificate of the State of Delaware on the Closing Datemerger. The time when the Merger becomes effective is herein referred Back to as the "EFFECTIVE TIME."Contents

Effective Time. The Merger Concurrently with the Closing, the Company shall become effective at -------------- the time of filing of file a certificate of merger reflecting with respect to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the provisions of Section 251 of the GCLDGCL. The Merger shall become effective on the date and time at which the Certificate of Merger shall be has been duly filed with the Secretary of State of the State of Delaware on or at such other date and time as is agreed between the Closing Date. The time when parties and specified in the Certificate of Merger becomes effective is herein referred to as (such date and time, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- on the time of Closing Date (as defined in Article 2), upon the filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware (or at such later time as may be agreed by the parties in accordance with writing and specified in the provisions Certificate of Section 251 of the GCLMerger). The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME."term “

Effective Time. The Merger On the Closing Date (as defined in Section 1.4), MergerCo and the Company shall become effective at -------------- the time of filing of duly execute a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions DGCL. The Merger shall become effective at such time as the Certificate of Section 251 Merger, accompanied by payment of the GCL. The Certificate filing fee (as provided in the DGCL), has been examined by and received the endorsed approval of Merger shall be filed with the Secretary of State of the State of Delaware on (the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The On the Closing Date, the Acquiror Parties, the Merger Subsidiary, and the Company shall become effective at -------------- cause the time of Merger to be consummated by executing and filing of a certificate of merger reflecting in the Merger form attached as Exhibit D hereto (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCLDelaware. The Merger shall become effective as provided in the Certificate of Merger shall be filed upon or after filing with the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger shall become effective at -------------- the time of be consummated by filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as appropriate (the "Instrument of Merger"), in such form as is required by, and executed in accordance with with, the relevant provisions of, the DGCL (the time of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The such filing or such other time when the Merger becomes effective is herein referred to as specifically set forth therein being the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger shall become effective at -------------- On the time of filing of a Closing Date, MergerCo and the Company will cause the appropriate certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in such form and executed as provided in Section 251(c) of the DGCL. The Merger shall become effective on the Closing Date. The time when date on which the Certificate of Merger becomes effective is herein referred to as has been duly filed with the "EFFECTIVE TIMEDelaware Secretary of State (the “Effective Time”)."

Effective Time. The Merger shall become effective at -------------- as set forth in the time of filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger which shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”), on the Closing DateDate (as hereinafter defined). The term “Effective Time” shall mean the time on the Closing Date when the Merger becomes effective is herein referred to effective, as set forth in the "EFFECTIVE TIMECertificate of Merger."

Effective Time. The Merger shall become effective at -------------- be effected by the time of filing of a certificate of merger reflecting with the Merger (the "Certificate Delaware Office of Merger") with the Secretary of State on the day of the State of Delaware closing (“Closing Date”), in accordance with the provisions of Section 251 DGCL (the “Closing”). The “Effective Time” of the GCL. The Certificate of Merger shall be the date and time upon which the certificate of merger as to the Merger is filed with the Delaware Office of the Secretary of State State, or as otherwise stated in such certificate of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEmerger."

Effective Time. The Subject to the provisions of this Agreement, the parties will cause the Merger shall become effective at -------------- the time of to be consummated by filing of a an appropriate certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware DGCL on the Closing Date. The Merger will become effective upon such filing or at such time when thereafter as is provided in the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- On the time of filing of a certificate of merger reflecting Closing Date, B&N Acquisition Corp. and the Merger (the "Certificate of Merger") Company will file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Section 251 of the GCLDGCL. The Merger will become effective at such time as the Certificate of Merger shall be is duly filed with the Secretary of State of the State of Delaware on Delaware, or at such other time as is permissible in accordance with the Closing Date. The DGCL and as the Parties may agree, as specified in the Certificate of Merger (the time when the Merger becomes effective is herein referred to as effective, the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger In connection with the Closing, the Company and Acquirer shall become effective at -------------- the time of filing of cause a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Secretary of State of the State of Delaware on (the Closing Date“Delaware Secretary”) as provided in Section 251 of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Certificate of Merger becomes effective is herein referred to has been duly filed with the Delaware Secretary, or at such later time as may be agreed by the "EFFECTIVE TIMEParties in writing and specified in the Certificate of Merger."

Effective Time. The On the Closing Date, Merger shall become effective at Sub and the -------------- the time of filing of Company will cause a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware ), executed in accordance with the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall DGCL, to be filed with the Secretary of State of the State of Delaware on as provided in Section 251 of the Closing DateDGCL. Upon completion of such filing, the Merger will become effective in accordance with the DGCL. The time when and date on which the Merger becomes effective is herein referred to as the "EFFECTIVE TIMEEffective Time."

Effective Time. The Merger shall become effective at -------------- on the time Closing Date upon filing by Company and Merger Sub of filing of a the certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware Delaware, executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger, or at such other time as is agreed between the parties and specified in the Certificate of Merger in accordance with the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on the Closing Date. The DGCL (such time when the Merger becomes effective is herein hereinafter referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger On the Closing Date, the Company shall become effective at -------------- the time of filing of cause to be filed a certificate of merger reflecting in the Merger form attached hereto as Exhibit B (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware Delaware, executed by the Company in accordance with the relevant provisions of Section 251 the DGCL (the time of such filing of the GCL. The Certificate of Merger shall be filed with being the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Subject to the terms and subject to the conditions of this Agreement, on the Closing Date the Company and Merger Sub shall become effective at -------------- the time of filing of a certificate of merger reflecting cause the Merger (to be consummated by filing the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware Delaware, in accordance with the applicable provisions of Section 251 the DGCL (the time of such filing, or such later time as may be agreed in writing by the GCL. The Company and Parent and specified in the Certificate of Merger shall be filed with Merger, being the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger Subject to the provisions of this Agreement, the Purchaser Group and the Company shall become effective at -------------- the time of filing of a certificate of merger reflecting cause the Merger to be consummated by filing the Certificate of Merger attached hereto as Exhibit 1.3 (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware Delaware, and executed in accordance with with, the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with the Secretary of State of the State of Delaware DGCL, as soon as practicable on the Closing Date. The time when Merger shall become effective upon such filing (the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. Subject to the terms and conditions of this Agreement, at the Closing, the Buyer Parties and the Company shall cause the Certificate of Merger to be filed with the Secretary of the State of the State of Delaware. The Merger shall become effective at -------------- the time of the filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with Merger or at such later time or date as Acquiror and the Secretary Company shall agree in writing and shall be specified in the Certificate of State of the State of Delaware Merger in accordance with the relevant provisions of Section 251 of the GCL. The Certificate of Merger shall be filed with DGCL (the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger Subject to the provisions of this Agreement, at the Closing, the Company shall become effective at -------------- the time of filing of cause a certificate of merger reflecting 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 the provisions of Section 251 of the GCLDGCL. The Merger will become effective at such time as the Certificate of Merger shall be has been duly filed with the Secretary of State of the State of Delaware on or at such later date or time as may be agreed by Merger Sub and the Closing Date. The time when Company in writing and specified in the Certificate of Merger becomes effective is herein referred to as in accordance with the "EFFECTIVE TIMEDGCL."

Effective Time. The On the Closing Date, the Company and Merger shall become effective at -------------- the time of filing of Sub will cause a certificate of merger reflecting the Merger (the "“Delaware Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed, acknowledged and filed with the Secretary of State of the State of Delaware on as provided in Section 251 of the Closing DateDGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger becomes effective is herein referred to has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the "EFFECTIVE TIMEparties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)."

Effective Time. The Merger On the Closing Date (as defined in Section 1.4), MergerCo and the Company shall become effective at -------------- the time of filing of duly execute a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 DGCL. The Merger shall become effective upon the later of: (a) the date and time of the GCL. The filing of the Certificate of Merger shall be filed with the Secretary of State of the State of Delaware on and (b) such later date and time as may be specified in the Closing Date. The time when Certificate of Merger with the Merger becomes effective is herein referred to as consent of Buyer and the "EFFECTIVE TIMECompany (the “Effective Time”)."

Effective Time. The On the Closing Date, the parties shall cause the Merger shall become effective at -------------- the time of filing of to be consummated by causing a certificate of merger reflecting substantially in the form of Exhibit B with respect to the Merger (the "Certificate of Merger") to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Section 251 of the GCLDGCL. The Certificate of Merger shall be filed become effective at the time of filing the certificate of merger with the Secretary of State of the State of Delaware on in accordance with the Closing Date. The time when relevant provisions of the Merger becomes effective is herein referred to as DGCL (the "EFFECTIVE TIMEEffective Time")."

Effective Time. The Merger shall become effective at -------------- Prior to the time of filing of Closing, Buyer and the Company will prepare a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The and will cause such Certificate of Merger shall to be executed, delivered and filed with the Secretary of State of the State of Delaware on Delaware, all in accordance with the Closing DateDGCL. The Merger will become effective at the time when and date set forth in the Certificate of Merger becomes effective is herein referred to as (such time and date of effectiveness, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger Concurrently with or immediately following the Closing, the Company shall become effective at -------------- execute and file in the time office of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger, in such form as required by, and executed in accordance with with, the relevant provisions of Section 251 the DGCL (the “Certificate of Merger”). The Merger shall become effective at the time of filing of the GCL. The Certificate of Merger shall be filed with Merger, or at such later time as is agreed upon by the Secretary of State of the State of Delaware on the Closing Date. The parties hereto and set forth therein (such time when as the Merger becomes effective is herein referred to herein as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- At the time Closing, the Company will cause a Certificate of filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall to be executed and acknowledged and filed with the Secretary of State of the State of Delaware on as provided in the Closing Daterelevant provisions of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Merger becomes effective is herein referred to Certificate of Xxxxxx has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the "EFFECTIVE TIMEParties in writing and specified in the Certificate of Merger."

Effective Time. The Merger shall become effective at -------------- As soon as practicable on the time of filing of a certificate of merger reflecting Closing Date, Acquisition Corp. and the Merger (the "Certificate of Merger") Company will file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Section 251 of the GCLDGCL. The Merger will become effective at such time as the Certificate of Merger shall be is duly filed with the Secretary of State of the State of Delaware on Delaware, or at such other time as is permissible in accordance with the Closing Date. The DGCL and as the Parties may agree, as specified in the Certificate of Merger (the time when the Merger becomes effective is herein referred to as effective, the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective be effected by the filing, at -------------- the time of filing the Closing as provided in Section 3.01 (the “Closing”), of a certificate of merger reflecting merger, substantially in the Merger form of Exhibit B hereto (the "“Delaware Certificate of Merger") ”), with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCLDGCL. The Merger shall become effective at the time of such filing or at such later time as is set forth in the Delaware Certificate of Merger shall be filed with (the Secretary of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The Merger shall become effective at -------------- As soon as practicable following the time Closing, the Company and MergerSub will cause a Certificate of filing of a certificate of merger reflecting the Merger (the "“Certificate of Merger"”) with to be executed and delivered to the Secretary of State of the State of Delaware as provided in accordance with the provisions of Section 251 of the GCLDGCL. The Merger shall become effective at the time when the Certificate of Merger shall be has been duly filed with the Secretary of State of the State of Delaware on or at such later time as may be agreed by the Closing Date. The time when parties in writing and specified in the Certificate of Merger becomes effective is herein referred to as (the "EFFECTIVE TIME“Effective Time”)."

Effective Time. The In order to effectuate the Merger, on November 26, 1997, the parties hereto shall cause the Merger shall become effective at -------------- the time to be consummated by filing a Certificate of filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the provisions of Section 251 DGCL. The Merger shall be effective as of the GCL. The time of filing of the Certificate of Merger shall be filed with or at such date and time otherwise specified in the Secretary Certificate of State of the State of Delaware on the Closing Date. The time when the Merger becomes effective is herein referred to as (the "EFFECTIVE TIMEEffective Time")."