Common use of Effective Time Clause in Contracts

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions terms of this Agreement, as soon as practicable the parties shall prior to the Closing Date, prepare, and on the Closing Date the parties shall Date, execute and file or cause to be filed with the Secretary of State of the State of Delaware a Delaware, the certificate of mergermerger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger Merger, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (and as is agreed by the time at which the Merger becomes effective is herein referred to as parties hereto, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, As promptly as soon as practicable possible on the Closing Date Date, the parties to this Agreement shall file with the Secretary of State of the State of Delaware (the "DELAWARE SECRETARY OF STATE") a certificate of merger, executed in accordance with, and merger (the "CERTIFICATE OF MERGER") in such form as is required by, the relevant provisions by and executed in accordance with Section 251 of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of when the Certificate of Merger has been filed with the Delaware Secretary of State or at such later subsequent time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein referred to as effective, the “Effective Time”"EFFECTIVE TIME").

Effective Time. Subject to Before the provisions of this AgreementClosing, as soon as practicable the parties shall prepare, and on the Closing Date Date, the parties shall file a certificate of merger or other appropriate documents in a form reasonably agreed between the parties (in any such case, the “Certificate of Merger”) with the Delaware Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DGCL, and the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent time as is agreed to by or date at the parties hereto and time specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (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 DGCL 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 a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other subsequent date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the Merger, such time at which the Merger becomes effective is herein being referred to herein as the “"Effective Time”)."

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall (i) file a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is (ii) make all other filings or recordings required by, the relevant provisions of by the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at such time as the filing certificate of merger is duly filed with the Secretary of State of the Certificate State of Merger Delaware or at such later other time as is agreed to by the parties hereto and specified in the Certificate certificate of Merger merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, a certificate of merger (the parties "Certificate of Merger") shall file be properly executed and duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed as provided in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by with the parties hereto and specified in Secretary of State of the Certificate State of Merger Delaware (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file a certificate of merger with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance withwith the DGCL and shall make all other filings or recordings, and in take such form other and further action as is may be required by, the relevant provisions of under the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. 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 later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger), executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, the relevant provisions of with the DGCL (and shall make all other filings or recordings, if any, required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger term "Effective Time" shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is may be agreed to by Parent and the parties hereto Company prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) satisfying the applicable requirements of the DGCL and duly executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate in substantially the form of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Exhibit B attached hereto (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Company shall file a certificate of merger in the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (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 DGCL 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 a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other subsequent date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the Merger, such time at which the Merger becomes effective is herein being referred to herein as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL LLCA (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall prepare and execute a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL, and the Surviving Corporation shall file the same with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)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 later subsequent time or date as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on following the Closing Date Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed and acknowledged in accordance with, and in such form as is required by, the relevant provisions with Section 251 of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (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 DGCL. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall acknowledge and file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of 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 a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger, ) executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or if applicable, a certificate of ownership and merger), executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger substantially in the form attached hereto as Exhibit D, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date (as defined in Section 2.3) or as soon thereafter as is practicable, the parties shall file cause an agreement or certificate of merger to be executed and filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant and in accordance with applicable provisions of of, the DGCL (including, if possible, the “Certificate of Merger”procedures permitted by Section 253 thereof). The , at which time the Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and merger relating to the Merger (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at 11:00 a.m., Eastern Time, on the filing of the Certificate of Merger Closing Date (or at such later other time as is may be agreed to in writing by Parent and the parties hereto Company and specified in the Certificate of Merger Merger) (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (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 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 a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”“). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”“).

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the parties Company and the Parent Entities shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL, and the “Certificate of Merger”)Parties shall make all other filings and recordings required under the DGCL. The Merger shall become effective upon at the filing of Effective Time, and the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)shall so specify.

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the appropriate parties hereto shall execute in the manner required by the DGCL and file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), and the parties hereto shall take such other and further actions as may be required by Law to make the Merger effective. The Merger shall become effective upon the filing of the Certificate of Merger or at such later date and time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to Concurrently with the provisions of this Agreement, as soon as practicable Closing on the Closing Date Date, the parties shall file a Certificate of Merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Secondary Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Secondary Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance withwith the DGCL and shall make all other filings or recordings, and in take such form other and further action as is may be required by, under the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").

Effective Time. Subject On or (if agreed by HTLF and UMB) prior to the provisions of this AgreementClosing Date, as soon as practicable on the Closing Date the parties shall file cause to be filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, (the relevant provisions of the DGCL “Delaware Secretary”) (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL, or at such other time as shall be provided by applicable law (the such time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon at such time as such documents are duly filed with the filing Secretary of State of the Certificate State of Merger Delaware, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of mergermerger (the “Certificate of Merger”), executed in accordance with, and in containing such form information as is required by, the relevant provisions of the DGCL (in order to effect the “Certificate of Merger”), and make any other filings or recordings as may be required by Delaware law in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger Xxxxxx has been filed with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed to by between the parties hereto and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the such date and time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed by Merger Sub as soon as practicable on the Closing Date the parties shall file Surviving Corporation and thereafter filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”"Delaware Secretary"), as provided in the Delaware General Corporation Law (the "DGCL"), on the Closing Date (as defined in Section 9.1). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary or at such later time thereafter as is provided in the Certificate of Merger and agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to Immediately following the provisions of this Agreement, as soon as practicable Closing on the Closing Date Date, the parties shall file cause a certificate of merger relating to the Merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware a certificate or at such later time as the parties shall agree and specify in the Certificate of merger, executed Merger in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger term “Effective Time” shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is agreed to by the parties hereto and specified may be set forth in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject On the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date Date, the parties hereto shall file cause to be filed with the Secretary of State of the State of Delaware a certificate of mergermerger and any other appropriate documents, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL (and other Applicable Law in connection with the “Certificate of Merger”). The Merger shall become effective upon the filing filing, acceptance and effectiveness of the Certificate certificate of Merger merger with the Delaware Secretary of State, or at such later time as is mutually agreed to by the parties hereto and specified in the Certificate of Merger set forth therein (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, Contemporaneously with or as soon as practicable on following the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, and executed in accordance with the relevant provisions of of, the DGCL DLLCA (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger such filing, or at such later if another date and time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as such filing, such specified date and time, being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (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 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 a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “"Effective Time”").

Effective Time. Subject to the provisions of this -------------- Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of DGCL in order to effect the Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes fully effective is herein being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), substantially in the form of Exhibit A hereto. The Merger shall become effective upon the filing and acceptance for record by the Secretary of State of the State of Delaware of the Certificate of Merger in accordance with the DGCL, or at such later time as is agreed to by the parties hereto prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a Certificate of Merger and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger at such time as such documents are duly filed as aforesaid, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this AgreementPlan of Merger, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL as soon as practicable on or after the Closing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by the parties hereto Subsidiary and Advantage Health shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to As part of the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall (A) file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) in form and substance as set forth on Exhibit A attached hereto, and (B) make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later subsequent time as is agreed to by Parent and the parties hereto Company shall agree and be specified in the Certificate of Merger (the date and time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, merger relating to the relevant provisions of the DGCL Merger (the “Certificate of Merger”), executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Delaware Secretary of State, or at such later time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required bycomplies with, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to in this Agreement as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, if this Agreement shall not have been terminated as provided in Article VIII, the parties shall file acknowledge and cause a certificate of merger or other appropriate documents (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL to be filed with the Secretary of State of the State of Delaware a certificate of merger, executed (the "Secretary") as provided in accordance with, and in such form as is required by, the relevant provisions Section 251 of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the filing of time the Certificate of Merger is duly filed with the Secretary or at such later time as is may be agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate (the “Secretary of mergerState”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective either upon the filing of the Certificate of Merger or at such later effective time as is agreed to by the parties hereto and specified may be stated in the Certificate of Merger (the such time at which as the Merger becomes effective is herein referred to as effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by Sub and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “"Effective Time”Time of the Merger").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance with, and in such form as is required by, the relevant provisions of with the DGCL (the “Certificate of Merger”)and shall make all other filings or recordings, if any, required under DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of DGCL in order to effect the Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes fully effective is herein being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, ownership and merger or other appropriate documents executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) executed in accordance with the relevant provisions of the Corporation Law and shall make all other filings or recordings required under the Corporation Law. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later other time as is agreed to by the parties hereto and specified set forth in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file cause to be filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) as provided in Section 251 of the DGCL. The Merger shall become effective upon as of the filing of date and time that the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as is agreed to upon by the parties hereto Community and Merchants and specified in the Certificate of Merger (the such date and time at which when the Merger becomes effective is herein referred to as effective, the “Effective Time”).

Effective Time. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file cause to be filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “"Certificate of Merger”)") as provided in Section 251 of the DGCL. The Merger shall become effective upon as of the filing of date and time that the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as is agreed to upon by the parties hereto Community and Merchants and specified in the Certificate of Merger (the such date and time at which when the Merger becomes effective is herein referred to as effective, the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties Parties shall file with the Secretary Certificate of State of the State of Delaware a certificate of merger, Merger executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (Act and shall make all other filings or recordings required under the “Certificate of Merger”)Act. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by the parties hereto Ascend and Patriot shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file Parties will cause a certificate of merger to be filed with the Secretary of State of the State of Delaware a certificate of merger, executed as provided in accordance with, and in such form as is required by, the relevant provisions Section 251 of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of take effect when the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as (the “Effective Time”). Subject to the terms and conditions hereof, unless otherwise mutually agreed upon in writing by the authorized officers of each Party, the Parties shall use their reasonable efforts to cause the Effective Time to occur not later than November 28, 2008.

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file a certificate of merger with the Secretary of State of the State of Delaware a certificate (the form of mergerwhich is attached hereto as Exhibit A), executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable the parties shall prepare, and on the Closing Date Date, the parties shall file the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, by and executed and acknowledged in accordance with the relevant provisions of the DGCL and make all other filings or recordings required under the DGCL. The parties shall agree on and specify such time on the Closing Date that the Merger shall become effective (the “Effective Time”) in the certificate of merger relating to the Merger (the “Certificate of Merger”). The Merger , which time shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)be consistent with Section 2.01.

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall -------------- execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “"Certificate of Merger”)") executed in --------------------- accordance with the DGCL and shall make all other filings or recordings, if any, required under the DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").. --------------

Effective Time. Subject to the provisions of this Agreement, the parties hereto will cause a certificate of merger and other appropriate documents to be delivered and properly filed in such form as required by, and executed in accordance with, the relevant provisions of the DGCL as soon as practicable on the Closing Date Date. The Merger shall become effective upon the parties shall file filing of such certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger Mergers shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes Mergers become effective is herein referred to as the “Effective Time”). The Effective Time shall be simultaneous with the closing of the IPO.

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

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the due filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL. 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 later time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties shall file a certificate of merger (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 DGCL to effect 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 a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto in writing and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date closing date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreementterms and conditions hereof, as soon as practicable on the Closing Date Date, the parties hereto shall file cause a Certificate of Merger (the "Certificate of Merger") in a form reasonably satisfactory to NCE and AMRI, to be filed with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become be effective upon the filing of at such time as the Certificate of Merger or at such later time as is agreed to by shall have been duly filed with the parties hereto and specified in the Certificate Delaware Secretary of Merger State (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the Delaware LLC Act a certificate of merger with the Secretary of State of the State of Delaware in a certificate of merger, executed in accordance with, and in such form as is required by, mutually agreed upon by the relevant provisions of Parties prior to the DGCL Effective Time (the “Certificate of Merger”). The Merger shall become effective upon the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein Merger, being hereinafter referred to as the “Effective Time.”).

Effective Time. Subject Upon the terms and subject to satisfaction or waiver of the provisions of conditions set forth in this Agreement, as soon as practicable on at the Closing Date Closing, the parties Parties shall file cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, and executed in accordance with the relevant provisions of of, the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing date and time of the Certificate acceptance of Merger such filing, or at such later date and time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as Merger, being the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger in form and substance reasonably acceptable to Parent, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties hereto shall file with deliver to the Secretary of State of the State of Delaware a certificate of merger, executed merger in accordance withthe form attached hereto as Exhibit 2.3 (the "CERTIFICATE OF MERGER"), and in such form shall make all other filings or recordings as is may be required by, the relevant provisions of under the DGCL (and any other applicable Law in order to effect the “Certificate of Merger”). The Merger shall become effective upon be effected by the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto may agree and specified as is provided in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject On the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”)) and the parties hereto shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions terms of this Agreement, as soon as practicable the Parties shall prior to the Closing Date, prepare, and, on the Closing Date the parties shall Date, execute and file or cause to be filed with the Secretary of State of the State of Delaware a Delaware, the certificate of mergermerger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger Merger, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (and as is agreed by the time at which the Merger becomes effective is herein referred to as Parties, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, substantially concurrently with the Closing, the parties shall file with deliver or cause to be delivered to the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) in accordance with the DGCL and other applicable Delaware Law. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State in accordance with the DGCL or at such later time as is agreed to by the parties hereto may agree in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The On the Closing Date, the Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date Date, (a) the parties Company shall file cause the Certificate of Merger to be duly executed and properly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of provided under the DGCL and (b) the “Certificate of Parties shall make all other filings, recordings or publications required to be made by the Parties under the DGCL in connection with the Merger”). The Merger shall become effective upon at the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this -------------- Agreement, as soon as practicable on or after the Closing Date Date, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by Parent and the parties hereto and Company shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties hereto shall file 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, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings and recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger duly filed with the Secretary of State of the State of Delaware (the effective time at which of the Merger becomes effective is herein being referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “"Effective Time”)."

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (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 DGCL. The Merger shall become effective at such time (the "Effective Time") as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date Date, the parties shall file cause a certificate of merger substantially in the form attached as Exhibit E to be executed and filed with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such later other time as is agreed to by the parties hereto shall agree and as shall be specified in the Certificate of Merger (the Merger. The date and time at which when the Merger becomes shall become effective is herein referred to as the “Effective Time.”).

Effective Time. Subject to the provisions terms of this Agreement, as soon as practicable the parties shall prior to the Closing Date, prepare, and on the Closing Date the parties shall Date, execute and file or cause to be filed with the Secretary of State of the State of Delaware a Delaware, the certificate of merger, executed in accordance with, and in such form as is required by, merger with respect to the relevant provisions of the DGCL Merger (the “Certificate of Merger”). The Merger shall become effective upon , in such form as required by, and executed in accordance with, the relevant provisions of the DLLCA (the date and time of such filing of the Certificate of Merger Merger, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (and as is agreed by the time at which the Merger becomes effective is herein referred to as parties hereto, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger substantially in the form attached hereto as Exhibit C, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).