Common use of Effective Time Clause in Contracts

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

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

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following At the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following Subject to the Closingterms and conditions hereof, on the Closing Date, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties shall agree in writing and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following Upon the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by the parties Parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following Subject to the Closingterms and conditions of this Agreement, on or before the Company and Closing Date, Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger (the “Certificate of Merger”), as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State as of the State of Delaware or at such later date and time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).

Effective Time. As soon as practicable following the ClosingParent, Merger Sub and the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall will become effective at on the time when and date on which the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time and date as may be agreed by the parties in writing and is specified in the Delaware Certificate of Merger (Merger, such time referred to as the “Effective Time.”).

Effective Time. As soon as practicable following the Closing, the Company and Parent Cingular will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As Subject to the terms and conditions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause the Merger to be consummated by filing all necessary documentation, including a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 the relevant provisions of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.

Effective Time. As soon as practicable following the ClosingParent, the Purchaser and the Company and Parent will shall cause a the appropriate Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed on the Closing Date with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at on the date and time when on which the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (parties, such time hereinafter referred to as the “Effective Time.”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable Immediately following the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon promptly as practicable following on the Closing Date and concurrently with the Closing, the Company and Parent Merger Sub will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 18-209 of the DGCLDLLCA. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Company and Parent in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time when that the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).

Effective Time. As soon as practicable following On the ClosingClosing Date, the Company Company, Purchaser and Parent will cause a Certificate of Merger Merger, or a Certificate of Ownership and Merger, as applicable, in customary form (in either such case, the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with and accepted for record by the Secretary of State of the State of Delaware as provided in Section 251 of pursuant to the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly is filed with the Office of the Secretary of State of the State of Delaware or at such later time as may be agreed to by the parties in writing and specified in established under the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following On the ClosingClosing Date, Parent, the Company and Parent will Merger Sub shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged signed and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will 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 “Delaware Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, Parent, MergerLLC and the Company and Parent will shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executedwith the Secretary of State of the State of Delaware, acknowledged executed in accordance with the relevant provisions of Delaware Law. The term “Effective Time” means the date and filed time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by each of the parties in writing hereto and specified in the Delaware Certificate of Merger (the “Effective Time”in accordance with Delaware Law).

Effective Time. As soon Contemporaneously with or as promptly as practicable following after the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 a properly executed certificate of merger conforming to the requirements of the DGCLDGCL and in the form attached hereto as Exhibit A, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with is accepted for recording by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the ClosingParent, Purchaser and the Company and Parent will cause a Certificate certificate of Merger (the “Delaware Certificate of Merger”) merger to be executed, acknowledged executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at on the time when the Delaware Certificate date on which such certificate of Merger has been merger is duly filed with the Secretary of State of the State of Delaware or at such later other time as may be is agreed upon by the parties in writing and specified in the Delaware Certificate such certificate of Merger (the “Effective Time”)merger.

Effective Time. As soon as practicable following the Closing, the Company Company, Merger Subsidiary and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with and accepted for record by the Delaware Secretary of State of (the State of Delaware "Secretary") as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware or at such later time as may be agreed to by the parties in writing Company and specified Parent and set forth in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at or, if agreed to by Parent and the Company, such later time as may be agreed by the parties in writing and specified or date set forth in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following the Closing, -------------- the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at or, if agreed to by Parent and the Company, such later time as may be agreed by the parties in writing and specified or date set forth in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with delivered to the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”"DELAWARE CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”"EFFECTIVE TIME").

Effective Time. As soon as practicable following the Closing, the Company Company, Parent and Parent Merger Sub will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCLDelaware. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective (such time of effectiveness, the “Effective Time”) on the date and time at which the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties hereto in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.

Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time when that the Delaware 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 may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware an executed certificate of merger with respect to the Merger (the “Certificate of Merger”) as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 18-209 of the DGCLDLLCA and the Company and Merger Sub shall make all other filings or recordings required by the DLLCA in connection with the Merger. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

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

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other time as may shall be agreed upon by the parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").

Effective Time. As soon as practicable following the ClosingClosing but on the Closing Date, the Company and Parent will cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following At the ClosingClosing contemplated in Section 9.01, the Company and the Parent will cause a Certificate of Merger or, if applicable, a Certificate of Ownership and Merger (in either case, the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with 10 the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective as of the date and at the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by specified therein), and such time is hereinafter referred to as the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”)."

Effective Time. As soon as practicable following the Closing, the -------------- Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate -------------------- of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State --------- of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").. --------------

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate the certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following At the Closing, Parent, Purchaser and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) ), executed in accordance with the relevant provisions of the DGCL, to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCLDelaware. The Merger shall become effective on the date and at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date and time after such filing as may be is agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon promptly as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at DGCL (the date and time when of such filing of the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by each of the parties in writing hereto and specified in the Delaware Certificate of Merger (Merger) being the “Effective Time”).

Effective Time. As soon as practicable following the ClosingClosing but on the Closing Date, the Company and Parent will cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).

Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent Surviving Corporation will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following the Closing, the Company and Parent will Purchaser shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time (i) when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or (ii) at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (in each case, the “Effective Time”).

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause the Merger to be consummated by filing a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of Delaware or, if agreed to by Parent and the State of Delaware or at Company, such later time or date as may be agreed by the parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").

Effective Time. As soon as practicable Immediately following the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 by the applicable provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 257 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at Delaware, unless such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger specifies a different effective time in which event the Merger shall become effective at such other specified time (the “"Effective Time”").

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause the Merger to be consummated by filing all necessary documentation, including a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 the relevant provisions of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Delaware Certificate of Merger Xxxxxx has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.

Effective Time. As soon as practicable following the Closing, the Company and US Parent will 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 “Delaware Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties Company in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As On the Closing Date or as soon as practicable following the Closing, thereafter the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided Delaware, a certificate of merger (the “Certificate of Merger”) executed in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCLDGCL and the LLC Act. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”"DELAWARE CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”"EFFECTIVE TIME").

Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).

Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties Company in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 257 of the DGCLDGCL and Section 18-209 of the DLLCA. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following At the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of merger for the Merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following At the time of the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later time date as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As At or as soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").. ARTICLE II

Effective Time. As soon as practicable following On the ClosingClosing Date, Parent, the Company and Parent will Merger Sub shall cause a Certificate certificate of Merger merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged signed and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").

Effective Time. As soon as practicable following Upon the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as may be agreed upon by the parties Parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following the ClosingParent, the Purchaser and the Company and Parent will cause a an appropriate Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged executed and filed on the date of the Closing (as defined in Section 1.6 hereof) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at on the time when date on which the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).is

Effective Time. As soon as practicable Immediately following the First Closing, Parent and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at 23:59 (Eastern Time) on July 2, 2005 as set forth in the time when the Delaware Certificate of Merger has been to be duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following On the ClosingClosing Date and subject to the terms and conditions hereof, the Company Company, Parent and Parent will Merger Sub shall cause a the Certificate of Merger (the “Delaware Certificate of Merger”) reflecting the Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at (the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may shall be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following Upon the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by the parties Parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties hereto in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 3815 of Delaware Code Title 12 and in the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon Simultaneously with, or as promptly as practicable following after, the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware a certificate of merger in substantially the form attached hereto as provided Exhibit B (the “Certificate of Merger”) in Section 251 of such form as required by, and executed in accordance with the DGCLrelevant provisions of, the Delaware General Corporation Law. The Merger shall become becomes effective at when Parent files the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As Parent, the Purchaser and the Company shall cause an appropriate Certificate of Merger to be executed and filed as soon as practicable following on or after the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed Closing Date with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at on the date and time when on which the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger parties, such time hereinafter referred to as (the “"Effective Time”").

Effective Time. As soon as practicable following the ClosingClosing on the Closing Date, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the "Secretary") as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by the parties in writing and specified in established under the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or or, to the extent permitted by applicable Law, at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following Concurrently with the Closing, Parent and the Company and Parent will cause shall file a Certificate certificate of merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as provided required by, and executed in Section 251 accordance with, the applicable provisions of the DGCL. The Merger shall become effective on the date and time at which the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date and time as may be is agreed by between the parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).

Effective Time. As soon as practicable following Contemporaneously with the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 a properly executed certificate of merger conforming to the requirements of the DGCLDGCL and in the form attached hereto as Exhibit A, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with is accepted for recording by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable on the Closing Date following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following on the ClosingClosing Date, the Company and Parent will cause a Certificate of the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed become effective by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as provided required by, and to be executed and filed in Section 251 accordance with, the applicable provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties Company in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the ClosingParent, Merger Sub, and the Company and Parent will shall cause a an appropriate Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed on the Closing Date (as defined in Section 1.3) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) as provided in Section 251 of the DGCLDGCL and DLLCA. The Merger shall become effective at on the time when date on which the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later time as may be is agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (Merger, and such time is hereinafter referred to as the “Effective Time.”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Company and Parent in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with by the office of the Secretary of State of the State of Delaware or at such later time date as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following after the Closingsatisfaction or waiver of the conditions set forth in Articles VI, VII and VIII, but on or prior to the Closing Date, the Company Company, Parent and Parent Merger Sub will cause a Certificate certificate of merger with respect to the Merger meeting the applicable requirements of the DGCL (the “Delaware "Certificate of Merger”") to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the provisions of the DGCL. The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be is agreed by between the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following Upon the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following Subject to the Closingterms and conditions hereof, on the Closing Date, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties shall agree in writing and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in established under the Delaware Certificate of Merger (the “"Effective Time”").

Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company Versum and Parent will cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later date and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).

Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).

Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a the Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State Sate of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other time as may shall be agreed upon by the parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").

Effective Time. As soon as practicable following Contemporaneously with the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 a properly executed certificate of merger conforming to the requirements of the DGCLDGCL and in the form attached hereto as Exhibit B (the “Certificate of Merger”). The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with is accepted for recording by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).

Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL (or, in the event that Section 7.3(b) hereof is applicable, Section 253 of the DGCL). The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at Delaware, unless such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger specifies a later effective date in which event the Merger shall become effective on such later date (the “"Effective Time”").

Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at Delaware, unless such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger specifies a different effective time in which event the Merger shall become effective at such other specified time (the “Effective Time”).

Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a duly executed Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or time as may be agreed by the parties Company and Parent shall agree in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).

Effective Time. As soon as practicable following the ClosingClosing but on the Closing Date, the Company and Parent will shall cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).