Common use of Effective Time Clause in Contracts

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

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

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

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and at or prior to the Closing Date, shall make all other filings or recordings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company and Parent shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject On the Closing Date, the Parties shall cause a certificate of merger with respect to the provisions Merger (the “Certificate of this Agreement, at the Closing, the parties shall cause the Merger Merger”) to be consummated by filing duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (as provided under the “Certificate of Merger”)DGCL and make any other filings, in such form as recordings or publications required by, and executed and acknowledged to be made by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings Company or recordings required Purchaser under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at on such later other date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company and Parent shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger regarding the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties ) in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make or cause to be made all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later 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 hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closingparties shall prepare, and on the Closing Date the parties shall cause the Merger to be consummated by filing filed with the Delaware Secretary of State of the State of Delaware State, a certificate of merger in accordance with Section 251 of the DGCL (in any such case, the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. 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 of the State of Delaware State, or at such later time as Parent and the Company shall parties hereto may agree and shall specify in the Certificate of Merger (the time and date the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to As promptly as practicable after the provisions satisfaction or, if permitted by applicable law, waiver of this Agreement, at the Closingapplicable conditions set forth in Article VI, the parties shall hereto will cause a certificate of merger or, if applicable, a certificate of ownership and merger (the Merger "Certificate of Merger") to be consummated by filing executed, acknowledged and filed with the Secretary of State of Delaware in accordance with the DGCL. The Merger shall become effective at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of with the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 may be agreed to by Parent or Purchaser and the Company shall agree and shall specify specified in the Certificate of Merger (the in accordance with applicable law. The date and time when the Merger becomes shall become effective being hereinafter is referred to herein as the “"Effective Time”)."

Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with or as promptly as practicable after the Closing, Parent and the parties Company shall cause the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of when the Certificate of Merger with is accepted for recording by the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, prior to the Closing, the Parties shall duly prepare, and at the Closing, the parties shall cause execute and file a certificate of merger for the Merger to be consummated by filing (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (with respect to the “Certificate of Merger”), in such form as required by, Merger and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings as may be required under by the DGCL in connection with Delaware General Corporation Law to make the MergerMerger effective. The Merger shall become effective upon the filing of 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 later time as Parent and the Company Parties shall agree and as shall specify be set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at the Closing, the parties hereto shall cause a Certificate of Merger (the “Certificate of Merger”) with respect to the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (on the “Certificate of Merger”), Closing Date in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become be effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as Parent and the Company shall may agree upon and shall specify set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the parties Company shall cause prepare, and on the Merger to be consummated by filing Closing Date the Company (or Sub, in the case of a certificate of ownership and merger) shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (or a certificate of ownership and merger, as the case may be) (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such later subsequent time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the "Secretary of State") a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware State, or at such later subsequent date or time as Parent Phone and the Company Xxxxxxxx.xxx shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to Parent, Purchaser, and the provisions Company shall -------------- cause an appropriate Certificate of this AgreementMerger or Certificate of Ownership and Merger, at the Closingas applicable (in either case, the parties shall cause the Merger "Certificate of Merger") to be consummated by filing executed and filed on the date of the Closing (as defined in Section 1.6) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”), State") as provided in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon on the filing of date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall 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. Subject to the provisions of this Agreement, at the Closing, the parties shall Company, Parent, and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required byacknowledged, and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall pay all filing fees and make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall 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. Subject to the provisions of terms and conditions set forth in this Agreement, on the Closing Date, a Certificate of Merger substantially in the form of Exhibit A (the "CERTIFICATE OF MERGER") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Closing, the parties shall cause the Certificate of Merger to be consummated by filing is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 251 of the DGCL, and shall make all other filings DGCL or recordings required under the DGCL in connection with the Merger. 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 Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”"EFFECTIVE TIME").

Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, Parent, Merger Sub and the parties Company shall cause prepare, and on the Closing Date, Parent, Merger to be consummated by filing Sub and the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”)) executed in accordance with, and in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. The Merger shall become effective upon the filing of 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 later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as promptly as reasonably practicable on the ClosingMerger Closing Date, the parties Parties shall cause the Merger to be consummated by filing with the Secretary file a certificate of State of the State of Delaware ownership and merger or a certificate of merger (in either case, the “Certificate of Merger”), ) in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or and recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of on such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later other date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time”).

Effective Time. Subject Prior to the provisions of this Agreement, at the Merger Closing, Parent and the parties Company shall cause prepare, and on the Merger to be consummated by filing Closing Date, the Company shall 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”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger Mxxxxx is duly filed with the Secretary of State of the State of Delaware or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware file a certificate of merger, or if the Merger is consummated pursuant to Section 253 of the DGCL, a certificate of ownership and merger (either such certificate, the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of 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 later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, Closing the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make or cause to be made all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later 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 hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”), ) in such form as is required by, by and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 251 of the DGCL, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject Prior to the provisions of this AgreementClosing, Parent, Merger Sub and the Company shall prepare, and at the Closing, Parent, Merger Sub and the parties Company shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”)) executed in accordance with, and in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. The Merger shall become effective upon the filing of 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 later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at the Closing, the parties Company and the Parent Parties shall cause the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties ") in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings as may be required under the DGCL and any other applicable Law in connection with order to effect the Merger. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as Parent and the Company shall parties hereto may agree and shall specify as is provided in the Certificate of Merger (the Merger. The date and time at which the Merger becomes shall so become effective being hereinafter is herein referred to as the “"Effective Time”)."

Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as promptly as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the date and time that the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at At the Closing, the parties Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be consummated by filing duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”)) as provided under the DGCL and make any other filings, in such form as recordings or publications required by, and executed and acknowledged to be made by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings Company or recordings required Merger Sub under the DGCL in connection with the Merger. 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 of the State of Delaware or at on such later date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, (a) at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall (b) as soon as practicable thereafter, make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall may agree and shall specify (or cause to be specified) in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 (or subsequent date and time) as Parent and the Company shall may agree and shall may specify in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions conditions set forth in ARTICLE VI of this Agreement, at the Closing, Agreement the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the . The parties in accordance with, the relevant provisions of the DGCL, and hereto shall make all other filings filings, recordings or recordings publications required under the DGCL by all applicable Legal Requirements in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware Law or at such later time as Parent shall be agreed upon in writing by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”), which specified time shall be a time on the Closing Date.

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

Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file a certificate of merger with the Secretary of State of the State of Delaware a certificate pursuant to the applicable provisions of merger the DGCL (the “Certificate of Merger”“), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger, in each case in forms approved by Parent and Company, which approval shall not be unreasonably withheld. 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 other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”“).

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

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

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

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

Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”)) with respect to the Merger, in such form as required by, and duly executed and acknowledged by the parties completed in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with respect to the Merger. The Merger shall become effective upon at the filing of time when the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent may be mutually agreed by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company and Parent will cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit B (the “Certificate of Merger”), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 18-209 of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall 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. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the “applicable provisions of the DGCL (the "Certificate of Merger”"), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger. 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 other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause prepare, and on the Merger to be consummated by filing Closing Date the parties shall file with the Delaware Secretary of State of the State of Delaware State, a certificate of merger or other appropriate documents as provided in Section 251 of the DGCL (in any such case, the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. 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 of the State of Delaware State, or at such later time as Parent and the Company shall parties hereto may agree and shall specify in the Certificate of Merger (the time and date the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable after the Closing, the parties shall Company, Parent and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall 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. Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable at or after the Closing, the parties hereto shall cause the Merger deliver to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings as may be required under the DGCL DLLCA and any other applicable Law in connection with order to effect the Merger. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DLLCA or at such later time as Parent and the Company shall parties hereto may agree and shall specify as is provided in the Certificate of Merger (the Merger. The date and time at which the Merger becomes shall so become effective being hereinafter 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 at or after the Closing, the parties hereto shall cause the Merger deliver to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings as may be required under the DGCL and any other applicable Law in connection with order to effect the Merger. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as Parent and the Company shall parties hereto may agree and shall specify as is provided in the Certificate of Merger (the Merger. The date and time at which the Merger becomes shall so become effective being hereinafter is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with or immediately following the Closing, the parties hereto shall cause the Merger to be consummated by filing (i) file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), ") in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, including Section 251 thereof, and shall (ii) make all other filings or recordings required under the DGCL in connection with to effect the Merger. The Merger shall become effective upon at the filing of time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger when so filed (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to As promptly as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) relating to the Merger to be consummated by filing properly executed and filed with the Secretary of State of the State of Delaware a certificate in accordance with the terms and conditions of merger (the “Certificate of Merger”), DGCL and in such form as required by, is reasonably satisfactory to both Parent and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerCompany. The Merger shall become effective upon at the filing of time the Certificate of Merger are filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time as Parent which the parties hereto shall have agreed and the Company shall agree and shall specify designated in the Certificate of Merger (as the effective time of the Merger becomes effective being hereinafter referred to as (such time and date, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) executed in accordance with, and in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or and recordings required under the DGCL in connection with the Mergerand Section 2.4 of this Agreement. The Merger shall become effective upon the filing of 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 later 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 hereinafter is herein referred to as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware file a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger ) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL and shall make any 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 Delaware Secretary of State or at such later 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 hereinafter referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, Parent shall make or cause to be made all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later 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 hereinafter referred to as the “Effective Time”).

Effective Time. Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), ) with the Secretary of State of the State of Delaware in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such date and time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the such date and time at which the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the Closing Date, a Certificate of Merger substantially in the form of Exhibit A (the "CERTIFICATE OF MERGER") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Closing, the parties shall cause the Certificate of Merger to be consummated by filing is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 251 of the DGCL, and shall make all other filings DGCL or recordings required under the DGCL in connection with the Merger. 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 Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”"EFFECTIVE TIME").

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

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

Effective Time. Subject to the provisions of this Agreement, (i) at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and (ii) as soon as practicable thereafter, and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall may agree and shall specify (or cause to be specified) in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at the Closing, the parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be consummated by filing executed, acknowledged, and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make any and all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject On the terms and subject to the provisions conditions set forth in Article V of this Agreement, at the Closing, the parties Parties hereto shall cause the Merger a certificate of merger to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and . The Parties hereto shall make all other filings filings, recordings or recordings publications required under the DGCL by all applicable Legal Requirements in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL or at such later time as shall be agreed upon in writing by Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”), which specified time shall be a time on the Closing Date.

Effective Time. Subject to At the provisions time of this Agreement, at the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a duly executed certificate of merger in the form attached hereto as Exhibit A (the “"Certificate of Merger”"), in such form as required by, by Sections 103 and executed and acknowledged by the parties in accordance with, the relevant provisions 264(c) of the DGCLDGCL and 18-209(c) of the LLC Act, and shall take all such other and further actions as may be required by applicable Law to make all other filings or recordings required under the DGCL in connection with the MergerMerger effective as promptly as practicable. The Merger shall shall, subject to the DGCL and the LLC Act, become effective upon the filing as of such date and time as the Certificate of Merger with is accepted for filing by the Delaware Secretary of State of the State of Delaware or at such later date and time as Parent and the Company shall agree and shall specify is specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the parties hereto shall cause the Merger deliver to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger that effectuates the transactions contemplated hereby in the form attached as Exhibit E hereto (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings as may be required under the DGCL and any other applicable Law in connection with order to effect the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger with Xxxxxx is accepted for filing by the Secretary of State of the State of Delaware or in accordance with the DGCL. The date and time at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time which the Merger becomes shall so become effective being hereinafter is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this AgreementParent shall, at the Closing, the parties and shall cause the Purchaser to, and the Company shall cause an appropriate Certificate of Ownership and Merger or Certificate of Merger, as the case may be (the "Certificate of Merger") to be consummated by filing executed and filed on the date of the Closing (as defined herein) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”), State") as provided in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon on the filing of date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall 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. Subject to the provisions of this Agreementterms and conditions hereof, at concurrently with the Closing, the parties Parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Secretary of State”) the Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties Merger in accordance with, with the DGCL executed in accordance with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger. 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 other time as Parent is agreed in writing by the Parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the Merger. The time when the Merger becomes shall become effective being hereinafter is herein referred to as the “Effective Time.”).

Effective Time. Subject to the provisions of this Agreement, at At the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCLDGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time at which the Merger shall become effective as is specified in the Certificate of Merger and as is agreed to by Parent and the Company, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company, Parent and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such substantially the form attached hereto as required byExhibit C, to be executed, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall 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. Subject to Contemporaneously with, or as promptly as practicable after the provisions of this AgreementClosing on the Closing Date, at Parent, Merger Sub and the Closing, the parties Company shall cause a certificate of merger in the Merger form attached hereto as Exhibit A (the “Certificate of Merger”) to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with and acceptance by the Secretary of State of the State of Delaware of the Certificate of Merger or at such later time as Parent is agreed to by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).

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

Effective Time. Subject to the provisions of this Agreement, at a customary certificate of merger, in a form reasonably acceptable to Acquirer and satisfying the applicable requirements of the DGCL and the DLLCA (the “Certificate of Merger”), shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, the parties shall cause the Merger delivered to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Mergerfor filing. 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 other time as Parent the parties shall mutually agree in writing and the Company as shall agree and shall specify be specified in the Certificate of Merger (the date and time when the Merger becomes shall become effective being is hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date (or such other date as Parent and the Company may agree), the parties Parties hereto shall cause a certificate of merger with respect to the Merger (in any such case, the “Certificate of Merger”) to be consummated by filing executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance withwith applicable provisions of, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger with is accepted for filing by the Secretary of State of the State of Delaware or at such later date and time as Parent the Parties shall have agreed upon and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger with respect to the Merger (the “Certificate of Merger”) prepared and executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is filed with the Delaware Secretary of State of the State of Delaware or at such later 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 hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent, and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required byacknowledged, and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL 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 duly filed with the Secretary of State of the State of Delaware or at such later date and time as Parent and may be agreed by the Company shall agree and shall 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. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by filing 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 at the time that the Certificate of Xxxxxx is filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”)) or, in to the extent permitted by applicable Law, at such form later time as required by, and executed and acknowledged is agreed to by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon hereto prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at upon the Closing, the parties shall will cause a certificate of merger, in the Merger form and substance of Exhibit C annexed hereto (the “Certificate of Merger”), to be consummated by filing filed with the office of the Secretary of State of the State of Delaware a certificate in accordance with Section 251 of merger (the “DGCL. The Merger will become effective at such time as the Certificate of Merger”, accompanied by the payment of the filing fee (as provided in the DGCL), in such form as required has been examined by, and executed and acknowledged by received the parties in accordance withendorsed approval of, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 Parent and may be agreed by the Company shall agree and shall specify Buyer Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause file, in form and substance reasonably acceptable to Parent and the Merger to be consummated by filing Company, a certificate of merger or, if applicable, a certificate of ownership and merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 of the State of Delaware or at such later 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 hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Parties shall cause the Merger to be consummated by filing a duly executed certificate of merger of Merger Sub and the Company (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware, in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, as soon as practicable on the Closing Date, and shall make take all other filings or recordings action required under the DGCL in connection with by Law to effect the Merger. The Merger shall become effective upon the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time thereafter as Parent shall be agreed by the Parties and the Company shall agree and shall specify provided in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall 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. Subject Prior to the provisions of this Agreement, at the Closing, Closing the parties shall cause prepare, and on the Merger to be consummated by filing Closing Date, upon satisfaction of the terms and conditions set forth herein, the Partnership shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DRULPA and the LLC Act and shall make all other filings or recordings required under the DGCL in connection with DRULPA and the LLC Act to effect the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later other time as Parent Buyer and the Company Partnership shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the time of the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. 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 Parent and the Company shall agree and shall specify in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to On the provisions of this AgreementClosing Date, at immediately after the Closing, the parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of 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 later time as Parent and the Company parties shall agree and as shall specify be set forth in the Certificate of Merger (the such time as the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable at the Closing, shall make all other filings or recordings required under the DGCL in connection with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as promptly as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the Mergeror applicable Italian Law. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the date and time that the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the -------------- parties shall cause the Merger to be consummated by filing the certificate of merger of Sub and Paracer (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings DGCL as soon as practicable on or recordings required under before the DGCL in connection with the MergerClosing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or time as Parent and the Company parties shall agree and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

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

Effective Time. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties Parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable at the Closing, shall make all other filings or recordings required under the DGCL in connection with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

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

Effective Time. Subject On the Closing Date, and upon the terms and subject to the provisions of this Agreement, at the Closing, the parties hereto shall cause the Merger to be consummated by filing concurrently with or as soon as practicable following the Closing a certificate of merger, duly executed by the Company and Merger Sub in a form reasonably acceptable to Parent and the Company acting in good faith (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerDelaware. 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 may be agreed upon in writing by Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

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

Effective Time. Subject to the provisions of this Agreement, at As soon as practicable following the Closing, the parties shall cause the Merger to be consummated by the filing of a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and duly executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and the Company and Parent and Merger Sub shall make all other recordings or filings or recordings required under the DGCL in connection with or any other applicable Law as may be required to consummate the Mergertransactions contemplated by this Agreement. The Merger shall become effective upon the filing of when the Certificate of Merger with the Secretary of State of the State of Delaware is so filed or at such later time as the Stockholder Representative and Parent and the Company shall agree and shall specify be specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”)Merger.

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Parties shall cause the Merger to be consummated by filing the certificate of merger of Merger Sub and the Company (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings DGCL as soon as practicable on or recordings required under before the DGCL in connection with the MergerClosing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or time as Parent and the Company Parties shall agree and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Buyer and Merger Sub shall cause a certificate of merger substantially in the Merger form attached hereto as Exhibit A (the “Certificate of Merger”) to be consummated by filing executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Buyer 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. Subject to the provisions of this AgreementAgreement and as part of the Arrangement, at the Closing, the parties shall cause Company, the Parent, and the Merger to be consummated by filing with the Secretary of State of the State of Delaware Sub will cause a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required byacknowledged, and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger Mxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent may be agreed by the Company and the Company shall agree Parent in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), substantially in such the form as required byof Exhibit A hereto to be executed, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall 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. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file a certificate of merger with the Secretary of State of the State of Delaware a certificate pursuant to the applicable provisions of merger the DGCL (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger, in each case in forms approved by Parent and Company, which approval shall not be unreasonably withheld. 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 other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).

Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger have been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall 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. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at the Closing, Closing the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the "Secretary") a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") duly executed and acknowledged by the parties so filed in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or and recordings required under the DGCL in connection with to effectuate the MergerMerger and the transactions contemplated by this Agreement. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Secretary, or at such later subsequent date or time as Parent and the Company mutually shall agree and shall specify in the Certificate of Merger (the time the Merger becomes so effective being hereinafter referred to as the “"Effective Time”").