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 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 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 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 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 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 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 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 is referred to in this Agreement 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 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 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 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 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 On the provisions of this Agreement, at the ClosingClosing Date, the parties Company and Merger Sub shall cause the Merger to be consummated by executing, delivering and 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 ) with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and other applicable Delaware Law and shall make all such 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 on the Closing Date as may be agreed by Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such time as the Merger becomes effective being hereinafter is 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, 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 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 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 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 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 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 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 Upon the terms of and subject to the provisions conditions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate 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 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 Xxxxxx and 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 as set forth in the Certificate of Merger is referred to herein 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 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 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 Delaware Law and, as soon as practicable on or after the DGCLClosing Date, and shall make all other filings or recordings required under the DGCL in connection with the MergerDelaware Law. 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 upon 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 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 a certificate of merger or, if applicable, a certificate of ownership and merger (the Merger to be consummated by filing “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 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 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 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 Prior to the provisions of this Agreement, at the Closing, Parent shall prepare, and on the parties Closing Date, 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 filed 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, LLC Act and shall make all other filings or recordings required under the DGCL LLC Act in connection with the Merger. The Merger shall become effective at the time upon the filing of which the Certificate of Merger is duly filed and accepted with the such Secretary of State of the State of Delaware State, 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 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 Upon the terms and subject to the provisions of conditions set forth in this Agreement, at simultaneously with the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (i) file 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, 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 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 in writing 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 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 Agreementterms and conditions hereof, at as soon as practicable following the ClosingClosing on the Closing Date, 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”)) to be duly executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties in accordance with, the relevant provisions Secretary of State of the DGCL, State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions as may be required by Law to make all other filings or recordings required under the DGCL in connection with the MergerMerger effective. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with the office of the 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 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 hereto shall cause file a certificate of merger as contemplated by the Merger to be consummated by filing DGCL and the LLC Act (the "Certificate of Merger"), together with any required related certificates, with 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 DGCL and the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerLLC Act. 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 on the State of Delaware Closing Date, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (Merger. As used herein, the "Effective Time" shall mean the time at which the Merger becomes effective being hereinafter referred to as the “Effective Time”)shall become effective.

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 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 Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable after the ClosingClosing and on the Closing Date, the parties Company shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a (the “Delaware Secretary of State”) the certificate of merger (the “Certificate of Merger”)) and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, in such form as required by, and executed and acknowledged by the parties in accordance withParties, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Mergeras applicable. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware or at such later time as unless Parent and the Company shall agree to a subsequent date or time and shall specify such date and time in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Effective Time. 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 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 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 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 (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 withCompany, the relevant provisions of the DGCL, and shall make all other filings Merger Sub or recordings required Parent 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 (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 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 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 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 “Certificate 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. 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").

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, 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 may agree and shall may 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 ClosingCompany, the parties 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 DLLC Act and shall make all other filings or recordings required under the DGCL in connection with and the DLLC 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 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 and DLLC 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 as promptly as practicable on the ClosingClosing Date, the parties Company 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 Company in accordance with, with the relevant provisions of the DGCLDGCL and, and as promptly as practicable on or after the Closing Date, the parties 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 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 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 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 GTY 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 with respect to the Merger (the “Certificate of Merger”), ) in such form as required by, and executed and acknowledged by the parties Surviving Corporation 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 and Merger Sub 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, 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 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 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 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, at the Closing, the parties hereto shall cause the Merger to be consummated by filing with 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 Merger has been accepted for filing by 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 State”) or, to the State of Delaware or extent permitted by applicable Law, at such later time as Parent is agreed to by the parties hereto prior to the filing of such Certificate of Merger 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 On the provisions of this Agreement, at the ClosingClosing Date, the parties Company and Merger Sub shall cause the Merger to be consummated by executing, delivering and 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 ) with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and other applicable Delaware Law and shall make all such 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 date or time as may be agreed by Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such time as the Merger becomes effective being hereinafter is referred to herein as the “Effective Time”).

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 to Parent, Merger Sub and the provisions of this Agreement, at the Closing, the parties Company 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 filed on the Closing Date (or on such other date as Parent and the Company may agree in such form writing) with the Secretary of State of the State of Delaware as required byprovided in, 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 at the filing of time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed upon in writing 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 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 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 hereto shall cause file a certificate of merger as contemplated by the Merger to be consummated by filing DGCL and the LLC Act (the “Certificate of Merger”), together with any required related certificates, with 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 DGCL and the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerLLC Act. 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 on the State of Delaware Closing Date, 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 Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.

Effective Time. Subject to On the provisions of this AgreementClosing Date, at MergerCo and the Closing, the parties Company shall cause the Merger certificate of merger substantially in the form attached hereto as Exhibit A (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 Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of with this Agreement and 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 with Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware Delaware, or at such later subsequent 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 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 At or immediately following the Closing, the parties hereto shall file, or cause the Merger to be consummated by filing filed, with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger in the form attached hereto as Exhibit (G) 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 the DGCL in connection with 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 such Secretary of State of the State of Delaware State, 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 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 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 Company, Buyer and Merger Sub shall cause a certificate of merger in the Merger form attached hereto as Exhibit D (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 Mxxxxx 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 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 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 at 9:30 a.m. on the date of filing of the Certificate of Merger with the Secretary of State of the State of Delaware Merger, or at such later time specified therein as agreed to by 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 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, (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 Mxxxxx 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 On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Purchaser and the provisions of this Agreement, at the Closing, the parties Company shall cause the Merger certificate of merger or certificate of ownership and merger or other appropriate documents (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 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 at the filing of time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date and 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, such date and time the Merger becomes effective being hereinafter 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 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 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 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 Merger. The time the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time”).

Effective Time. Subject At Closing, upon the terms and subject to the provisions of conditions set forth in 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, executed in accordance with the relevant provisions of the DGCL and DLLCA. The Merger shall become effective at the time the Certificate of Merger is duly filed with, and accepted by, the Delaware Secretary of State or at such later date and time as Parent and the Company Stakeholder Representative 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 AgreementConcurrently with, at or as soon as practicable after, 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, 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 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 terms and conditions set forth in this Agreement, at on the ClosingClosing Date (or on such other date as Parent and the Company may agree), the parties hereto shall cause an agreement or certificate of merger (in any such case, the Merger “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 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 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 Merger (the "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 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 Parent, Merger Sub and the provisions of this Agreement, at the Closing, the parties Company shall cause an appropriate certificate of merger or other appropriate documents (the Merger “Certificate of Merger”) to be consummated by filing 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 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 at the filing of the time such Certificate of Merger with shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later date and 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, such date and 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 on the ClosingClosing Date (or such other date as Parent and the Company may agree), the parties hereto shall cause a certificate of merger in form and substance reasonably acceptable to Parent and the Merger Company (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 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 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, Buyer and Merger Sub shall cause a certificate of merger in the Merger form attached hereto as Exhibit D (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 Agreement, at the Closing, KORE, BMP, BMP Sellers, and Merger Sub I will cause a certificate of merger (the parties shall cause the “Certificate of Merger I”) 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 First Merger shall will become effective upon the filing of at such time as the Certificate of Merger I 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 upon by KORE, BMP, BMP Sellers, and the Company shall agree Merger Sub I 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 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 on the ClosingClosing Date, 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 withCompany, the relevant provisions of the DGCL, and shall make all other filings Merger Sub or recordings required Parent 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 (the such date and 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 on the ClosingClosing Date (or on such other date as Parent and the Company may agree), 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”), ) to be executed and filed 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 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 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 to the provisions of this Agreement, at the Closing, the parties (a) Pxxx, xXxx and Merger Subsidiary shall cause a Certificate of Merger (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, applicable Law and shall make all other filings or recordings required under the DGCL in connection with the Mergerapplicable Law. The Merger Mergers 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 Delaware, or at such later date or 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 in accordance with applicable Law (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, at the ClosingClosing (or such other date as Parent and the Representative may agree), the parties hereto shall cause a certificate of merger (in any such case, the Merger “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 MergerAct. 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 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 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 with respect to the Merger (the “Certificate of Merger”), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (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, DGCL and shall make all other filings or recordings required under the DGCL in connection with to consummate 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 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, at on the ClosingClosing Date (or such other date as Parent and the Representative may agree), the parties hereto shall cause an agreement or certificate of merger (in any such case, the Merger “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 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 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 Company, Purchaser 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 DLLCA and shall make all other filings or recordings required under the DGCL in connection with the Mergerand DLLCA. The Merger shall become effective upon the filing as of 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 Purchaser in writing and specified in the Certificate of Merger in accordance with the DGCL and DLLCA (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 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 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 to the provisions of this Agreement, at Parent and the Closing, the parties Company 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 ) to be executed and acknowledged by filed on the parties Closing Date (or on such other date as Parent and the Company may agree) with the 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 to give effect to the MergerMerger as contemplated hereby. The Merger shall become effective upon at the filing of the time such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and 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, such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time.”).