Common use of Effective Time Clause in Contracts

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this AgreementClosing, the parties shall prepare, and on the Closing Date or as soon as practicable following the Closing, the Company thereafter shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon promptly as reasonably practicable following the ClosingClosing on the Closing Date, the Company parties shall prepare and file the Certificate of Merger, together with any required related certificates, filings or recordings, with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such caseform as required by, the "Certificate of Merger") and executed in accordance with with, the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent later date or and time as Parent and the Company shall and Parent may agree upon and specify as is set forth in the Certificate of Merger (such time, the time the Merger becomes effective being referred to as the "“Effective Time"” and such date, the “Effective Date”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following after the ClosingClosing and on the Closing Date, the Company shall prepare and file with the Delaware Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, executed and acknowledged by the LLC ActParties, as applicable. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Delaware Secretary of State of unless Parent and the State of Delaware, or at such Company agree to a subsequent date or time as Parent and the Company shall agree and specify such date and time in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, as soon as practicable following a Certificate of Merger (the Closing, "Merger Certificate") shall be duly executed and acknowledged by Acquisition and the Company shall prepare and file with thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware for filing pursuant to the DGCL and on the LLC ActClosing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware in accordance with the DGCL or at such subsequent date or later time as Parent and the Company shall may agree upon and specify set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following Before the Closing, the Company shall prepare prepare, and on the Closing Date the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, as soon as practicable following the ClosingParent, Purchaser and the Company shall prepare and file with the Secretary will cause a certificate of State of the State of Delawaremerger or, if applicable, a certificate of ownership and merger or other appropriate documents (in any such caseas applicable, the "Certificate of Merger"), to be executed and filed on the date of the Closing (as defined in Section 1.7) executed in accordance (or on such other date as Parent and the Company may agree) with the relevant provisions Secretary of State of Delaware (the DGCL and "Secretary of State") as provided in the LLC ActDGCL. The Merger shall become effective at such time as on the date on which the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as Parent is agreed upon by the parties and the Company shall agree and specify specified in the Certificate of Merger (the Merger, and such time the Merger becomes effective being is hereinafter referred to as the "Effective Time.").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Merger Closing, the Company shall prepare prepare, and on the Merger Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this AgreementClosing, Parent shall prepare, and on the Closing Date or as soon as practicable following thereafter the Closing, the Company Surviving Corporation shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following Before the Closing, the Company shall prepare prepare, and on the Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, Parent shall prepare, and on the Company Closing Date the Surviving Corporation shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or certificate of ownership and merger, as the case may be, or other appropriate documents (in any such case, the "“Certificate of Merger"”) shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time")”.

Effective Time. Upon the terms and subject Prior to the conditions set forth in this AgreementClosing Parent shall prepare, and on the Closing Date or as soon as practicable following after the ClosingClosing Date, the Company parties shall prepare file a certificate of merger (the "Certificate of Merger") executed and file acknowledged in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time the Merger becomes effective being is referred to in this Agreement as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) shall be duly prepared and executed by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time").”

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the ClosingClosing Date, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger (or other appropriate documents a certificate of ownership and merger) (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon On the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the ClosingClosing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a Delaware the certificate of merger or other appropriate documents relating to the Merger (in any such case, the "“Certificate of Merger") ”), executed and acknowledged in accordance with with, and containing the information as is required by, the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such the time as that the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a Delaware the certificate of merger or other appropriate documents relating to the Merger (in any such case, the "“Certificate of Merger") ”), executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such the time as that the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in provisions of this Agreement, as soon as practicable following at the Closing, the Company parties shall prepare cause the Merger to be consummated by executing and file filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), a certificate of merger or other appropriate documents (in any such caseform as is required by, the "Certificate of Merger") and executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon On the terms Closing Date (or on such other date as Parent and subject to the conditions set forth in this Agreement, as soon as practicable following the ClosingCompany may agree), the Company parties hereto shall prepare and file with the Secretary of State of the State of DelawareDelaware (the "Delaware State Secretary") a certificate of merger or, if applicable, a certificate of ownership and merger or other appropriate documents (in any such caseas applicable, the "Certificate of Merger") meeting the requirements of the DGCL and any other appropriate documents, executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL and in connection with the LLC ActMerger. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of Delaware State of the State of DelawareSecretary, or at such subsequent date or later time as is agreed to by Parent and the Company shall agree and specify specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following at the Closing, the Company Parties shall prepare cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and file filed with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings and recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is Xxxxxx has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent later date or time as may be agreed by Parent and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon On the terms and subject to the conditions set forth in this Agreement, Closing Date or as soon as practicable following thereafter the Closing, the Company parties shall prepare and duly file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents certificate of ownership and merger, as the case may be (in any such case, the "“Certificate of Merger") ”), executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent, U.S. Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon As soon as practicable following the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, as soon as practicable following the ClosingArticles 7 and 8, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent is permissible in accordance with the DGCL and as the Buyer and the Company shall agree and specify as specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following after the ClosingClosing and on the Closing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a Delaware (the “Delaware Secretary of State”) the certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, executed and acknowledged by the LLC ActParties, as applicable. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Delaware Secretary of State of unless Parent and the State of Delaware, or at such Company agree to a subsequent date or time as Parent and the Company shall agree and specify such date and time in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following after the ClosingClosing and on the Closing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a Delaware (the "Delaware Secretary of State") the certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, executed and acknowledged by the LLC ActParties, as applicable. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Delaware Secretary of State of unless Parent and the State of Delaware, or at such Company agree to a subsequent date or time as Parent and the Company shall agree and specify such date and time in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the "Effective Time").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Merger Closing, the Company shall prepare prepare, and on the Closing Date the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as As soon as practicable following on the ClosingClosing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed by the Company in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the LLC ActClosing Date, the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon Concurrently with the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the Merger Closing, the Company Company, Parent and Merger Sub shall prepare cause a certificate of merger or certificate of ownership and file merger, as the case may be (the “Certificate of Merger”), with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, Delaware as provided under the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective on the date and time at such time as which the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent other date or and time as Parent is agreed between the parties and the Company shall agree and specify specified in the Certificate of Merger (the such date and time the Merger becomes effective being hereinafter referred to as the "“Effective Time"”).

Effective Time. Upon On the terms Closing Date, Parent, Merger Sub and subject to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare and file will cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such casecollectively, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the LLC ActDGCL. The Merger shall will become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall will agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties shall prepare file a certificate of merger or, if applicable, a certificate of ownership and file merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on the ClosingClosing Date, a Certificate of Merger with the Company Company, substantially in the form of Exhibit A (the “Certificate of Merger”) shall prepare be duly executed and file with acknowledged by Buyer and thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDelaware for filing. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State States of Delaware, Delaware or at such subsequent date or later time as Parent and the Company shall Stockholder may agree upon and specify as set forth in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this AgreementAgreement (including the Merger Condition), as soon as practicable following concurrently with the Closing, the Company and Parent shall prepare and file cause a certificate of merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of DelawareDelaware in such form as required by, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") and executed in accordance with with, the relevant provisions of the DGCL (the date and time of the LLC Act. The Merger shall become effective at such time as filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as Parent and the Company shall agree and specify is specified in the Certificate of Merger (and as is agreed to by the time Company and Parent in writing, being the Merger becomes effective being referred to as the "“Effective Time"”) and shall make all other filings or recordings required under the DGCL (if any).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, Parent shall prepare, and on the Company Closing Date, the Parties shall prepare and file with the Secretary of State of the State of Delaware, cause a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly to be filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the LLC Act and shall make all other filings or recordings required under the LLC Act in connection with the Merger. The Merger shall become effective at the time upon which the Certificate of Merger is duly filed and accepted with such Secretary of State, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following at the Closing, the Company shall prepare Company, Parent, and file Merger Sub 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, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall will become effective at such time as the Certificate of Merger is Mxxxxx has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent later date or time as Parent and may be agreed by the Company shall agree and specify Parent 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 as the "“Effective Time"”).

Effective Time. Upon On the terms and subject to the conditions set forth in this AgreementClosing Date (as defined below), as soon as practicable following the Closing, the Company Parent shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and the LLC ActDLLCA and shall make all other filings or recordings required under the DGCL and the DLLCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and, as soon as practicable on or after the DGCL and the LLC ActClosing Date, shall make all other filings or recordings required under Delaware Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree upon and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following the ClosingParent, MergerSub, and the Company shall prepare cause the Merger to be consummated by filing an appropriate Certificate of Merger or, if applicable, a Certificate of Ownership and file Merger, or other appropriate documents (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of DelawareDelaware in such form as required by, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") and executed in accordance with with, the relevant 5 13 provisions of the DGCL and DGCL, as soon as practicable on or after the LLC ActClosing Date. The Merger shall become effective upon such filing or at such time thereafter as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as Parent and the Company shall agree and specify provided in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective TimeEFFECTIVE TIME").

Effective Time. Upon the terms and subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties shall prepare file a certificate of merger or, if applicable, a certificate of ownership and file merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be duly prepared and executed by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time.").

Effective Time. Upon The parties to this Agreement shall cause the terms Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date (or on such other date as Parent and subject to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare and file may agree in writing) with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such caseform as required by, the "Certificate of Merger") and executed in accordance with with, the relevant provisions of the DGCL and the LLC ActDelaware Law. The Merger shall become effective at such as of the date and time as of the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as Parent and the Company shall agree and specify is specified in the Certificate of Merger and as is agreed to by Parent and the Company in writing (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, as soon as practicable following a Certificate of Merger (the Closing, "Merger Certificate") shall be duly executed and acknowledged by the Company shall prepare and file with thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware for filing pursuant to the DGCL and on the LLC ActClosing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger is duly filed with by the Secretary of State of the State of Delaware, Delaware in accordance with the DGCL or at such subsequent date or later time as Parent and the Company shall may agree upon and specify set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date or as soon as practicable thereafter the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents in form reasonably satisfactory to Parent (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware (the “Delaware Secretary of State”). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such subsequent time or date or time as the Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time").”

Effective Time. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties hereto shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly cause to be filed with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary”) a certificate of merger in customary form and substance and complying will the DGCL (the “Certificate of Merger”), or at such subsequent and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective as of the time of filing of the Certificate of Merger or, if a specific date or and time as is mutually agreed between the Company and Parent and the Company shall agree and specify specified in the Certificate of Merger Merger, as of such specified date and time (such date and time, the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date or as soon as practicable thereafter the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents in form reasonably satisfactory to Acquirer (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent Acquirer and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties shall prepare and file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL DGCL, and shall make any and all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger Xxxxxx is duly filed with the Delaware Secretary of State of the State of Delaware, or at such subsequent other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable Promptly following the Closing, the Company and Merger Sub shall prepare and file cause to be filed with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") ”), executed and filed in accordance with with, and containing such information as is required by, the relevant provisions of the DGCL and DGCL, in order to effect the LLC ActMerger. The Merger shall become effective at such time as the Certificate of Merger is duly has been filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent other, later date or and time as Parent and the Company shall and Parent may agree and specify in the Certificate of Merger Merger, executed and filed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL (the time the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms The Company shall file a certificate of merger that has been duly executed and subject to the conditions set forth acknowledged in this Agreementaccordance with, and in such form as soon as practicable following the Closingrequired by, the Company shall prepare and file relevant provisions of the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance Delaware substantially concurrently with the relevant provisions of the DGCL and the LLC ActClosing. The Merger shall become effective at such the time as of the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or other time as may be mutually agreed to in writing by Parent and the Company shall agree and specify set forth in the Certificate of Merger (the time as of which the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon As promptly as practicable after the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, as soon as practicable following the ClosingArticle VII, the Company parties hereto shall prepare file this Agreement or a certificate of merger or certificate of ownership and file merger (in either case, the "Certificate of Merger") with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such caseform as required by, the "Certificate of Merger") and executed in accordance with the relevant provisions of the DGCL of, Delaware Law and the LLC Actshall make all other filings or recordings required under Delaware Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Prior to the Closing, the Company shall have delivered to Parent a duly executed certificate of merger (the “Certificate of Merger”) with respect to the Merger. Upon the terms and subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, Parent shall cause to be filed the Company shall prepare and file Certificate of Merger with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger Xxxxxx is duly filed with the Delaware Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall mutually agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following at the Closing, Purchaser and the Company shall prepare and file will cause a certificate of merger or such other applicable documents as contemplated by the DGCL (in any such case, the “Certificate of Merger”) to be duly filed, together with any required related certificates, filings or recordings, with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such caseform as required by, the "Certificate of Merger") and executed in accordance with with, the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent later date or and time as Parent and the Company shall and Parent may agree upon and specify as is set forth in the such Certificate of Merger (such time, the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent the Parents, on the one hand, and the Company Company, on the other hand, shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following At the Closing, Parent, Merger Sub and the Company shall prepare and file with cause a Certificate of Merger substantially in the Secretary of State of form attached hereto as Exhibit E (the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") ”), executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly DGCL, to be filed with the Secretary of State of the State of Delaware, and shall take all such other and further actions as may be required by Law to make the Merger effective. The Merger shall become effective as of the Effective Time. When used in this Agreement, the term “Effective Time” shall mean the time at which the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such subsequent date or other time as Parent and the Company shall agree and specify set forth in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time")Merger.

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") ”), which must be reasonably acceptable to Parent, executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) shall be duly prepared, executed and acknowledged by the Company in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware (the “Delaware Secretary of State”). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such subsequent time or date or time as the Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time").”

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, a Certificate of Merger in the form attached hereto as soon as practicable following Exhibit G (the Closing, “Merger Certificate”) shall be duly executed by the Company shall prepare and file with thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware for filing pursuant to the DGCL and on the LLC ActClosing Date. The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware in accordance with the DGCL or at such subsequent date or later time as Parent and the Company shall may agree upon and specify set forth in the Merger Certificate of Merger (the such time as the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, Parent shall prepare, and on the Closing Date the Company shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following At the Closing, the Company shall prepare and (a) file a certificate of merger in the form attached hereto as Exhibit A (the “Merger Certificate”) with the Secretary of State of the State of DelawareDelaware in such form as is required by, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") and executed in accordance with with, the relevant provisions of the DGCL Act, and (b) make all other filings or recordings required by the LLC ActAct to effectuate the Merger. The Merger shall become effective at such time as the Merger Certificate of Merger is are duly filed with the Secretary of State of for the State of Delaware, Delaware or at such subsequent date or time as Parent and the Company Parties shall agree and specify in the Merger Certificate of Merger (the date and time that the Merger becomes effective being is referred to as the "“Effective Time"”).. Plan of Merger and Securities Purchase AgreementPage 18 of 76

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as As soon as practicable following on the ClosingClosing Date, the Company shall prepare and file a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware in such form as is required by, a certificate of merger or other appropriate documents (and executed and acknowledged in any such caseaccordance with, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such the time as of filing of the Certificate of Merger is duly filed with the Secretary of State of the State of DelawareDelaware in accordance with the DGCL, or at such subsequent date or later time as Parent which the parties hereto shall have agreed upon in writing and the Company shall agree and specify is specified in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time")”.

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as As soon as practicable following on the ClosingClosing Date, the Company shall prepare and file a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware in such form as is required by, a certificate of merger or other appropriate documents (and executed and acknowledged in any such caseaccordance with, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDLLCA. The Merger shall become effective at such the time as of filing of the Certificate of Merger is duly filed with the Secretary of State of the State of DelawareDelaware in accordance with the DLLCA, or at such subsequent date or later time as Parent which the parties hereto shall have agreed upon in writing and the Company shall agree and specify is specified in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time")”.

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable Immediately following the Closing, Parent and the Company shall prepare and file cause to be filed with the Secretary of State of the State of Delaware, Delaware a properly executed certificate of merger or other appropriate documents (Merger conforming to the requirements of the DGCL and in any such case, the "Certificate of Merger") form attached hereto as Exhibit F executed in accordance with the relevant provisions of the DGCL and (the LLC Act“Certificate of Merger”). The Merger shall become effective at such time as when the Certificate of Merger is duly filed with accepted for recording by the Secretary of State of the State of Delaware, Delaware or at such subsequent date or later time as may be agreed upon by Parent and the Company shall agree and specify set forth in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a Delaware the certificate of merger or other appropriate documents relating to the Merger (in any such case, the "“Certificate of Merger") ”), executed and acknowledged in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such the time as that the Certificate of Merger is Mergxx xxx been duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, At or as soon as practicable following the Closing, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, with the "Certificate Secretary of Merger") State of Delaware with respect to the Merger executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and with the LLC ActDepartment of Commerce, Division of Corporations and Commercial Code of the State of Utah with respect to the Merger executed in accordance with the URBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or other time as Parent Parent, Merger Sub and the Company shall agree and specify should be specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company shall prepare file a certificate of merger that has been duly executed and file acknowledged by the Company and Merger Sub in accordance with, and in such form as required by, the relevant provisions of the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such the time as of the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or other time as may be mutually agreed to in writing by Parent and the Company shall agree and specify set forth in the Certificate of Merger (the time as of which the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the LLC ActClosing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following after the ClosingClosing and on the Closing Date, the Company Parties shall prepare and file with the Delaware Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of and such other documents as may be required by the DGCL in order for the Merger to become effective, duly prepared, executed and acknowledged by the LLC ActParties, as applicable. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Delaware Secretary of State of unless Parent and the State of Delaware, or at such Company agree to a subsequent date or time as Parent and the Company shall agree and specify such date and time in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as As soon as practicable following following, and on the date of, the Closing, the Company shall prepare and file Parent will cause the Merger to be consummated by filing all necessary documentation, including a Certificate of Merger (the “Certificate of Merger”), with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (Delaware as provided in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such the time as when the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or later time as Parent may be agreed by the parties in writing and the Company shall agree and specify specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following a certificate of merger (in a form reasonably satisfactory to Parent and the Closing, Company) satisfying the requirements of the DGCL shall be duly executed by the Company and Merger Sub and shall prepare and file be filed on the Closing Date with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents Delaware (in any such case, the "“Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC Act”). The Merger shall become effective on the date and time at such time as which the Certificate of Merger is duly filed with accepted for filing by the Secretary of State of the State of Delaware, Delaware or at such subsequent later date or and/or time as is agreed by Parent and the Company shall agree and specify expressly specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to --------------- the conditions set forth in this Agreement, as soon as practicable following after the Closing, Closing and on the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following after the Closing, Closing and on the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time").

Effective Time. Upon As soon as practicable following the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, as soon as practicable following the ClosingArticle 6, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or other time as is permissible in accordance with the DGCL and as Parent and the Company shall agree and specify as specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "Effective Time").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Merger Closing, the Company shall prepare prepare, and on the Merger Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon The Company shall cause an appropriate certificate of merger or other appropriate document (the terms “Certificate of Merger”) to be duly executed and subject to filed in accordance with the conditions set forth in this Agreement, DGCL on the Closing Date (or on such other date as soon as practicable following the Closing, Parent and the Company shall prepare and file may agree) with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed Delaware in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at the time such time as the Certificate of Merger is shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware, Delaware or at such subsequent later date or and time as Parent is agreed upon by the parties and the Company shall agree and specify specified in the Certificate of Merger (the Merger, such date and time the Merger becomes effective being hereinafter referred to as the "“Effective Time").”

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following on or after the Closing, the Company shall prepare and file with the Secretary of State of the State of DelawareClosing Date, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the "“Effective Time")”.

Effective Time. Upon On the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the ClosingClosing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a Delaware the certificate of merger or other appropriate documents relating to the Merger in substantially the form of Exhibit A (in any such case, the "“Certificate of Merger") ”), executed in accordance with the relevant provisions of the DGCL and the LLC Act. The Merger shall become effective at such the time as that the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time on the Closing Date as Parent Parent, Buyer and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in of this Agreement, as soon as practicable following on the ClosingClosing Date, Parent, Merger Sub and the Company shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") ”), executed in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the time that the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following At the Closing, the Company parties hereto shall prepare and (a) file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware in such form as is required by, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") and executed in accordance with with, the relevant provisions of the DGCL and (b) make all other filings or recordings required by the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time that the Merger becomes effective being is referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, Contemporaneously with or as soon promptly as practicable following after the Closing, Parent and the Company shall prepare and file cause to be filed with the Secretary of State of the State of Delaware, Delaware a properly executed certificate of merger or other appropriate documents (conforming to the requirements of the DGCL and in any such casethe form attached hereto as Exhibit B, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and (the LLC Act“Certificate of Merger”). The Merger shall become effective at such time as when the Certificate of Merger is duly filed with accepted for recording by the Secretary of State of the State of Delaware, Delaware or at such subsequent date or other time as Parent and the Company shall may agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following At the Closing, a certificate of merger (the Company “Certificate of Merger“) shall prepare be duly prepared and file with executed by the Surviving Corporation and thereafter delivered to the Secretary of State of the State of DelawareDelaware (the “Secretary of State“) for filing, a certificate of merger or other appropriate documents (as provided in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions Section 251 of the DGCL DGCL, on the Closing Date. The parties shall make all other filings required under the DGCL, and the LLC Act. The Merger shall become effective at such the time as of the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of DelawareState, or at such subsequent date or later time as may be agreed by Parent and the Company shall agree and specify stated in the Certificate of Merger (the date and time the Merger becomes effective of such filing (or stated later time, if any) being referred to herein as the "“Effective Time"“).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following At the Closing, a certificate of merger (the “Certificate of Merger”) shall be duly prepared and executed by the Company shall prepare and file with Acquisition Corp. and thereafter delivered to the Secretary of State of the State of DelawareDelaware (the “Secretary of State”) for filing, a certificate of merger or other appropriate documents (as provided in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions Section 251 of the DGCL DGCL, on the Closing Date. The parties shall make all other filings required under the DGCL, and the LLC Act. The Merger shall become effective at such the time as of the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of DelawareState, or at such subsequent date or later time as may be agreed by Parent and the Company shall agree and specify stated in the Certificate of Merger (the date and time the Merger becomes effective of such filing (or stated later time, if any) being referred to herein as the "“Effective Time"”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date or as soon as practicable thereafter the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in of this Agreement, as soon as practicable following at the Closing, Merger Sub and the Company shall prepare duly prepare, execute and file with the Secretary of State of the State of Delaware, a acknowledge certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions Act and shall file the Certificate of Merger with the Delaware Department of State at such time and in accordance with § 252 of the DGCL and the LLC Act. The Merger shall become effective at such the time as when the Certificate of Merger is have been duly filed with the Secretary Delaware Department of State of the State of Delaware, or at such subsequent date or later time as may be agreed by Parent and the Company shall agree in writing and specify specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following As part of the Closing, the Company parties hereto shall prepare and (A) file with a certificate of merger (the Secretary of State of the State of Delaware"CERTIFICATE OF MERGER"), or, if applicable, a certificate of merger or other appropriate documents (ownership and merger, in any such case, the "Certificate of Merger") form as is required by and executed in accordance with the relevant provisions of the DGCL and (B) make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger Merger, or, if applicable, the certificate of ownership and merger, is duly filed with the Delaware Secretary of State of the State of Delaware, or at such subsequent date or time as Parent and the Company shall agree and specify be specified in the Certificate of Merger (the date and time the Merger becomes effective being referred to as the "Effective TimeEFFECTIVE TIME").

Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following As part of the Closing, the Company parties hereto shall prepare and (A) file with a certificate of merger (the Secretary “Certificate of State of the State of DelawareMerger”), or, if applicable, a certificate of merger or other appropriate documents (ownership and merger, in any such case, the "Certificate of Merger") form as is required by and executed in accordance with the relevant provisions of the DGCL and (B) make all other filings or recordings required under the LLC ActDGCL. The Merger shall become effective at such time as the Certificate of Merger Merger, or, if applicable, the certificate of ownership and merger, is duly filed with the Delaware Secretary of State of the State of Delaware, or at such subsequent date or time as Parent and the Company shall agree and specify be specified in the Certificate of Merger (the date and time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon (a) On the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the ClosingClosing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") executed ”), in substantially the form attached hereto as Exhibit A, with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required by the LLC Act. DGCL in connection with the Merger. (b) The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of DelawareState, or at such subsequent date or later time as Parent and the Company and Parent shall agree and specify in the Certificate of Merger (the such time as the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject to the conditions set forth in provisions of this Agreement, as soon as practicable following the Closing, and on the Closing Date, the Parties shall cause the Merger to be consummated by filing a certificate of merger in form and substance reasonably acceptable to the Company shall prepare and file Parent (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed Delaware in accordance with the relevant applicable provisions of the DGCL and the LLC ActDGCL. The Merger shall become will be effective at such time as the Parties duly file the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent other date or time as Parent and the Company shall agree in writing and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, Parent and the Company shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such casemerger, the "Certificate of Merger") executed executed, acknowledged and filed in accordance with the relevant provisions of the DGCL and (the LLC Act"Certificate of Merger"). The Merger shall become effective at such time as upon the due filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or later time as is agreed to by Parent and the Company shall agree and specify specified in the Certificate of Merger (the time at which the Merger becomes effective being is herein referred to as the "Effective Time").

Effective Time. Upon the terms and subject Prior to the conditions set forth in this AgreementClosing, as soon as practicable following Parent and the ClosingCompany shall prepare, and on the Closing Date, the Company shall prepare and file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, prior to the Closing, the Company and Parent will jointly prepare, and as soon as practicable following the Closing, the Company shall prepare and file Parent will cause to be filed with the office of the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") ”), in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such the time as when the Certificate of Merger is has been duly filed with the office of the Secretary of State of the State of Delaware, Delaware or at such subsequent date or later time as Parent and may be agreed by the Company shall agree and specify Parent in writing and specified in the Certificate of Merger (the time the Merger becomes effective being referred to as the "“Effective Time"”).

Effective Time. Upon the terms and subject Prior to the conditions set forth in this Agreement, as soon as practicable following the Closing, the Company shall prepare prepare, and on the Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger"”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the LLC ActDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such subsequent date or other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, as soon as practicable following a Certificate of Merger (the Closing, "Merger Certificate") shall be duly executed and acknowledged by the Company shall prepare and file with thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware for filing pursuant to the DGCL and on the LLC ActClosing Date. The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger is duly filed with by the Secretary of State of the State of Delaware, Delaware in accordance with the DGCL or at such subsequent date or later time as Parent and the Company shall may agree upon and specify set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company parties shall prepare and file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents executed in accordance with, and in such form as is required by, the DGCL (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC Act). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time on the date of filing as is specified in the Certificate of Merger, or, if on a date that is later than the date of filing the Certificate of Merger, at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as agreed to by Parent and the Company shall agree (with the concurrence of the Independent Directors) and specify stated in the Certificate of Merger (the time at which the Merger becomes effective being is referred to as the "Effective Time").

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

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, as soon as practicable following a Certificate of Merger (the Closing, “Certificate of Merger”) shall be duly executed and acknowledged by Merger Sub and the Company shall prepare and file with thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware for filing pursuant to the DGCL and on the LLC ActClosing Date. The Merger shall become effective at such time as a properly executed and certified copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware in accordance with the DGCL or at such subsequent date or later time as Parent and the Company shall may agree upon and specify set forth in the Certificate of Merger (the such time as the Merger becomes effective being referred to as effective, the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as soon as practicable following defined below), a certificate of merger, in proper form and mutually acceptable to the Closingparties (the “Merger Certificate”), shall be duly executed and acknowledged by the Company shall prepare and file with thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, Delaware for filing pursuant to the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the LLC ActDGCL. The Merger shall become effective at such time as a properly executed copy of the Merger Certificate of Merger is duly filed with the Secretary of State of in accordance with the State of Delaware, DGCL or at such subsequent date or later time as Parent and the Company shall may agree upon and specify as set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the "“Effective Time"”).

Effective Time. Upon Subject to the terms and subject to the conditions set forth in this Agreement, as soon as practicable following a Certificate of Merger (the Closing"Merger Certificate") shall be duly executed and acknowledged by Parent, the Company shall prepare Sub and file with TDI and thereafter delivered to the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware for filing pursuant to the DGCL and on the LLC ActClosing Date. The Merger shall become effective at such time as a properly executed copy of the Merger Certificate of Merger is duly filed with the Secretary of State of the State of DelawareDelaware in accordance with the DGCL, or at such subsequent date or later time as Parent TDI and the Company shall Sub may agree upon and specify set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").

Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable following at the Closing, the Company shall prepare and Parent will cause the Merger to be consummated and the Company and Merger Sub will file with the Secretary of State of the State of Delaware, Delaware a certificate of merger or other appropriate documents (in any such case, the "“Certificate of Merger") ”), executed in accordance with with, and containing such information as is required by, the relevant provisions of the DGCL and in order to effect the LLC ActMerger. The Merger shall will become effective at such time as the Certificate of Merger is duly Xxxxxx has been filed with the Secretary of State of the State of Delaware, Delaware or at such subsequent date or later time as Parent and may be agreed by the Company shall agree and specify Parent in writing and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "“Effective Time"”).

Effective Time. Upon On the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the ClosingClosing Date, the Company shall prepare cause the Merger to be consummated by executing and file filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed Delaware in accordance with the relevant provisions of the DGCL Act and shall make all other filings or recordings required under the LLC Act. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent later date or time as may be agreed by Parent and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the Act (the such time as the Merger becomes effective being is referred to herein as the "“Effective Time"”).