Common use of Effective Time Clause in Contracts

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251 of the DGCL. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall will be consummated as promptly as practicable after satisfaction by the filing of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The time that the Merger shall become becomes effective upon the filing in accordance with Sections 103 and 251 of the Certificate of Merger. The time of such filing shall be DGCL is referred to herein in this Agreement as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to filing of, or at such later time specified in, a certificate of merger, in the Merger set forth hereinform required by and executed in accordance with the Delaware Act, by filing with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger the Delaware Act (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251(c) of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251 of the DGCL. The time at which the Merger shall become effective upon as aforesaid is referred to hereinafter as the "Effective Time," and the filing of the Certificate of Merger. The time Merger as set forth in the first sentence of such filing this Section 1.2 shall be referred occur concurrently with the release of the proceeds from the initial tranche of the Private Placement to herein as the "Effective TimeCompany."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated Subject to the provisions of this Agreement, as promptly soon as practicable after satisfaction of all conditions to on the Merger set forth hereinClosing Date, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), ) shall be properly executed and all other appropriate documents, executed in accordance duly filed with the relevant provisions Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time Merger with the Secretary of such filing shall be referred to herein as State of the State of Delaware (the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to the Merger set forth hereinfiling of, by filing with the Secretary of State of the State of Delaware or at such later time specified in, a properly executed certificate of merger (the "Certificate of Merger"), in the form required by and all other appropriate documents, executed in accordance with the relevant DGCL, filed with the Secretary of State of the State of Delaware, in accordance with the provisions of Section 251 of the DGCL. The Such filing shall be made contemporaneously with, or immediately after, the Closing. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeeffective."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to (a) the Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 252 of the DGCLDGCL and (b) the Articles of Merger with the Secretary of State of the State of Nevada in accordance with Section 92A.190 of the NRS. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to (a) the Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251 of the DGCL. The time at which the Merger shall become effective upon as aforesaid is referred to hereinafter as the “Effective Time,” and the filing of the Certificate of Merger. The time Merger as set forth in the first sentence of such filing this Section 1.2 shall be referred occur concurrently with the release of the proceeds from the Private Placement to herein as the "Effective TimeParent."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the date and time of all conditions to the Merger set forth herein, by filing of a certificate of merger with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger the DGCL (the "Certificate of Merger"), and all other appropriate documents, executed which shall be so filed as provided in accordance with the relevant provisions Section 8.2 of the DGCLthis Agreement. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."

Effective Time. The As soon as practicable following the satisfaction or waiver of the conditions set forth in Article III, the Merger shall will be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall will become effective upon when the filing Certificate of Merger is filed or such later time as is set forth in the Certificate of Merger. The time of such filing shall be referred to herein as when the "Merger becomes effective is called the “Effective Time."”

Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinin a certificate of merger executed and acknowledged in accordance with, and otherwise satisfying, the applicable requirements of the DGCL (the “Certificate of Merger”), which shall be duly executed by filing the Company and Merger Sub and filed with the Secretary of State of the State of Delaware a certificate of merger (the "“Delaware Secretary”) on the Closing Date or as soon thereafter as practicable. As used herein, the term “Effective Time” shall mean the date and time when the Merger becomes effective as provided by the Certificate of Merger"), Merger and all other appropriate documents, executed otherwise in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeapplicable law."

Effective Time. The Merger shall be consummated become effective at the time of filing of, or at such later time as promptly as practicable after satisfaction specified in, an agreement of all conditions to merger, in the Merger set forth hereinform required by and executed in accordance with the DGCL, by filing and with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger Section 252 of the DGCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon Delaware Law (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective (the "Effective Time") upon filing of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) with respect to the Merger with the Secretary of State of the State of Delaware (the "Delaware Secretary") in accordance with the relevant provisions of DGCL, or at such later time as mutually agreed among the DGCL. The Merger shall become effective upon the filing of parties hereto and set forth in the Certificate of Merger. The time parties hereto shall cause the Certificate of such filing shall Merger to be referred to herein filed with the Delaware Secretary in accordance with the DGCL simultaneously with or as soon as practicable after the "Effective TimeClosing."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction by and shall be effective at the time of all conditions to acceptance for filing by the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")) in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger , and such other documents as shall become effective upon be required by the filing provisions of the Certificate of Merger. The DGCL (the time of such filing shall be referred to herein as being the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time that a Certificate of all conditions Merger pursuant to Section 251 of the Merger set forth herein, by filing DGCL is executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions pursuant to Section 103 of the DGCL. The Merger shall become effective upon , unless a later date and time is specified as the filing of Effective Time in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated by and shall be effective at the time there has been filed as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, provided by filing Section 2.14 with the Delaware Secretary of State of the State of Delaware a certificate or agreement of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon , and such other documents as may be required by the filing provisions of the Certificate of MergerDGCL. The time of such filing shall be is referred to herein as the "Effective TimeEFFECTIVE TIME."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction effected through the filing of all conditions to a certificate of merger (the Merger set forth herein“Certificate of Merger”), by filing in substantially the form of Exhibit A hereto, with the Secretary of State of the State of Delaware a certificate of merger (as provided in the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLAct. The Merger shall become be effective upon the later of (i) the filing of the Certificate of Merger. The Merger with the Secretary of State of the State of Delaware or (ii) at such later time as may be specified in the Certificate of such filing shall be referred to herein as Merger in accordance with applicable law (the "“Effective Time”)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions Upon the terms and subject to the conditions hereof, the parties hereto will file a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")Delaware, in such form as may be required by, and all other appropriate documents, executed in accordance with the relevant provisions of with, the DGCL. The Merger shall become effective upon the filing of at such time as such document is so filed or at such time as is set forth in the Certificate of Merger. The , if different, which time of such filing shall be is hereinafter referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when provided in Section 1.11 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "“Effective Time”)."

Effective Time. The Merger shall become effective upon the acceptance of the Certificate of Merger for filing by the Secretary of State of the State of Delaware (the “Effective Time”). The parties shall execute and, acknowledge, in accordance with Section 251 of the DGCL, the Certificate of Merger to be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing filed with the Secretary of State of the State of Delaware a certificate upon the satisfaction of merger (all conditions precedent to the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions consummation of the DGCL. The Merger transactions contemplated by this Agreement and shall become effective upon the filing of file the Certificate of Merger. The time Merger with the Secretary of such filing shall be referred to herein State of the State of Delaware on the Closing Date (as the "Effective Timedefined in Section 1.05(a) hereof)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to filing of, or at such later time specified in, a properly executed Certificate of Merger, in the Merger set forth hereinform required by and executed in accordance with the DGCL, by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of Section 251 of the DGCL. The Such filing shall be made as soon as practicable after the Closing (as defined in Section 1.03). When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeeffective."

Effective Time. The Unless the Agreement is terminated pursuant to Section 7.15, the Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to the acceptance of the filing of a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”). S Corp and LLC agree to file the aforementioned Certificate of Merger immediately following the Closing, as hereinafter defined. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is referred to herein as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly --------------- as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State States of Delaware and Washington a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDGCL and WBCA. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Delaware Secretary of State in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to the a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate pursuant to Section 264 of merger the DGCL or at such later date as may be specified therein (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "“Effective Time”)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective when a Certificate of all conditions Merger (the "Certificate of Merger") conforming to the Merger set forth herein, by filing relevant provisions of the DGCL is filed with the Secretary of State of the State of Delaware a certificate and Articles of merger Merger (the "Certificate Articles of Merger"), and all other appropriate documents, executed in accordance with ) conforming to the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."TBCA are filed with the

Effective Time. The Merger shall will be consummated as promptly as practicable after satisfaction by the filing of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerDelaware Act. The time the Merger becomes effective in accordance with Sections 103 and 251 of such filing shall be the Delaware Act is referred to herein in this Agreement as the "Effective Time."

Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with in the Secretary of State of the State of Delaware a certificate of merger (the "“Certificate of Merger"”), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL, which shall be filed with the Secretary of State of the State of Delaware on or before the Closing Date. The term “Effective Time” shall be the date and time when the Merger shall become becomes effective upon the filing of as set forth in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective when the Certificate of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective , is filed with the Secretary of State of the State of Delaware, provided, however, that, upon mutual consent of the filing of Constituent Corporations, the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware become effective when a certificate of merger evidencing the Merger (the "“Certificate of Merger"”), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon , is duly filed with the filing Secretary of State of the State of Delaware, or at such other date and time as are agreed between the parties and specified in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."of

Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction or waiver of all conditions to the Merger set forth hereinMerger, by filing with including, but not limited to, the Secretary of State of Domestication and the State of Delaware a certificate of merger (IPO, the "Certificate of Merger")Merger shall be certified, executed, acknowledged and all other appropriate documents, executed filed in accordance with the relevant provisions Section 256 of the DGCL. The Merger shall become be effective upon at such time as a certificate of merger is issued by the filing Secretary of State of Delaware in accordance with Section 256 of the Certificate of Merger. The time of such filing shall be referred to herein as DGCL (the "Effective Time")."

Effective Time. The Merger shall be consummated by and shall be effective at the time there has been filed as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, provided by filing Section 2.13 with the Delaware Secretary of State of the State of Delaware a certificate or agreement of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon , and such other documents as may be required by the filing provisions of the Certificate of MergerDGCL. The time of such filing shall be is referred to herein as the "Effective TimeEFFECTIVE TIME."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective when a Certificate of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "“Certificate of Merger"”), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL, is filed with the Secretary of State of the State of Delaware; provided, however, that, upon the mutual consent of Merger Sub and the Company, the Certificate of Merger may provide for a later date of effectiveness of the Merger not more than thirty (30) days after the date the Certificate of Merger is filed. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing Merger shall be referred to herein made on the date of the Closing (as the "Effective Timehereinafter defined)."

Effective Time. The Merger shall be consummated as promptly As soon as practicable after following the satisfaction or waiver of all the conditions to the Merger set forth hereinMerger, by filing with the Secretary of State of the State of Delaware parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger"), and all other appropriate documents, ) executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State, or at such other time as Sub and the Company shall agree should be specified in the Certificate of such filing shall be referred to herein as Merger (the time the Merger becomes effective being the "Effective TimeTime of the Merger")."

Effective Time. The Merger shall be consummated become effective at such time as promptly the certificate of merger, in the form attached hereto as practicable after satisfaction of all conditions to the Merger set forth hereinExhibit A, by filing is duly filed with the Secretary of State of the State of Delaware a or at such other time as specified in the certificate of merger (the "Certificate “Effective Time”). The Constituent Companies agree that they will cause to be executed and filed or recorded any document or documents prescribed by the laws of Merger")the State of Delaware, and that they will cause to be performed all other appropriate documents, executed in accordance with necessary acts within the relevant provisions State of Delaware and elsewhere to effectuate the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated become effective at the time of filing of a certificate of merger in the form attached as promptly as practicable after satisfaction of all conditions Exhibit D to the Merger set forth herein, by filing this Agreement with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger Section 251 of the GCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions . The Certificate of Merger shall be filed immediately after fulfillment of the DGCLconditions set forth in Section 6 hereof. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be are referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to the DE-Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 252 of the DGCL. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 252 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective at the Merger set forth herein, by filing with the Secretary of State of the State of Delaware time when a properly executed certificate of merger (the "Certificate of Merger"), together with any other documents required by law to effectuate the Merger, shall be filed and all other appropriate documents, executed recorded with the Secretary of State of the State of Delaware in accordance with the relevant provisions Sections 103 and 251 of the DGCL. The Certificate of Merger shall be filed in accordance with Section 103 of the DGCL as soon as practicable after the Closing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251(c) of the DGCL and the filing of the Articles of Merger with the Secretary of State of Nevada in accordance with Chapter 92A of the NRS. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated become effective at such time as promptly as practicable after satisfaction a certificate of all conditions to merger executed in accordance with the Merger set forth herein, by filing relevant provisions of the DGCL is duly filed with the Secretary of State of the State of Delaware a in accordance with the DGCL or at such later time as may be specified in the certificate of merger (the "Certificate of MergerEffective Time"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction will become effective at the time of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) with the office of the Secretary of State of the State of Delaware in accordance with the relevant provisions of DGCL or at such later time as is agreed to by the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as parties hereto and set forth therein (the "Effective Time"). The Certificate of Merger will be executed by the parties on the Closing Date and will be filed as soon as practicable thereafter along with such other filings or recordings as may be required by the DGCL or otherwise."

Effective Time. The As soon as practicable following the -------------- satisfaction or waiver of the conditions set forth in Article II, the Merger shall will be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger shall will become effective upon when the filing Certificate of Merger is filed or such later time as is set forth in the Certificate of Merger. The time of such filing shall be referred to herein as when the Merger becomes effective is called the "Effective Time"."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the -------------- Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) in accordance with the relevant provisions Section 251 of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The at such time of such filing shall be referred to herein as (the "Effective Time") as the Certificate of Merger is duly filed."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware, in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective upon the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a of the certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the "Certificate of Merger. The ") (the time of such filing shall be the Merger becomes effective being referred to herein as the "Effective Time")."

Effective Time. The Subject to the provisions of this Agreement, the parties will cause the Merger shall to be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing an appropriate certificate of merger (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 all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date (as defined in Section 1.3 below). The Merger shall will become effective upon the such filing of or at such time thereafter as is provided in the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, effected by filing with at the Secretary time of State of the State of Delaware Closing, or as soon thereafter as practicable, a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, ) executed in accordance with the relevant provisions of the DGCLDelaware law, and shall make all other filings and recordings required under Delaware law. The Merger shall become effective (the "Effective Time") upon the acceptance of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later date as specified in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to the a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger in such form as is required by, and executed in accordance with the relevant provisions of, the DGCL on the Closing Date (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger term "Effective Time" shall become effective upon be 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 as is specified in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall become effective at the date and time when a properly executed certificate of merger or certificate of ownership and merger (either such document being referred to hereinafter as the "Certificate of Merger"), together with any other documents required by law to effectuate the Merger, shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated become effective at the time of filing of a certificate of merger in the form attached as promptly as practicable after satisfaction of all conditions Exhibit A to the Merger set forth herein, by filing this Agreement with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger Section 251 of the GCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions . The Certificate of Merger shall be filed immediately after fulfillment of the DGCLconditions set forth in Sections 6 and 7 hereof. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be are referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated become effective at the time of filing of, or at such later time as promptly as practicable after satisfaction specified in, a certificate of all conditions to merger, in the Merger set forth herein, form required by filing and executed in accordance with the DGCL and with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of Section 251 of the DGCLDGCL (the "CERTIFICATE OF MERGER"). The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective TimeEFFECTIVE TIME."

Effective Time. The Merger shall become effective at such time (the “Effective Time”) as shall be consummated as promptly as practicable after satisfaction stated in the Certificate of all conditions Merger, in a form reasonably acceptable to Parent, the Company and Merger set forth hereinSub, by filing respectively, to be filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with Delaware Law (the relevant provisions of the DGCL“Merger Filing”). The Merger Filing shall become effective upon provide for the filing effectiveness of the Certificate of MergerMerger immediately upon its filing. The time of such filing Merger Filing shall be referred to herein made at the Closing (as the "Effective Timedefined in Section 2.4)."

Effective Time. The Merger shall be consummated As soon as promptly as practicable practicable, but in any event -------------- within one business day after the satisfaction or waiver of all conditions to the Merger, IBAH and the Merger set forth herein, by filing Subsidiary shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) in accordance with the relevant provisions of such form as is required by the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The time of such filing shall be referred to herein as Merger is so filed (the "Effective Time")."

Effective Time. The Merger shall will be consummated on the Closing Date (as promptly as practicable after satisfaction defined below) by the filing of all conditions to a certificate of merger substantially in the Merger set forth herein, by filing form of Exhibit A hereto (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 264 of the DGCL. The Merger shall become effective upon the filing DGCL and Section 18-209 of the Certificate of MergerDLLCA. The time the Merger becomes effective in accordance with Section 103 of such filing shall be the DGCL and Section 18-209(d) of the DLLCA is referred to herein in this Agreement as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective at the Merger set forth herein, by filing with the Secretary of State of the State of Delaware time when a properly executed certificate of merger (the "Certificate of Merger"), together with any other documents required by law to effectuate the Merger, shall be filed and all other appropriate documents, executed recorded with the Secretary of State of the State of Delaware in accordance with the relevant provisions Sections 103 and 251 or 253 of the DGCL. The Certificate of Merger shall be filed in accordance with Section 103 of the DGCL as soon as practicable after the Closing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of effective time specified in the Certificate of Merger. The Merger (the time of such filing shall be referred to herein as the Merger becomes effective being the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit "B" (the "Certificate of Merger"), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon at the time of the filing of the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions Subject to the Merger set forth hereinprovisions of this Agreement, by filing the parties shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDelaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger. The Merger with the Secretary of the State of Delaware or such other date and time as Parent and the Company may mutually agree and include in the Certificate of such filing shall be referred to herein as Merger (the "“Effective Time”)."

Effective Time. The Subject to the provisions of this Agreement, the parties will cause the Merger shall to be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing an appropriate certificate of merger (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 all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCLDGCL on the Closing Date. The Merger shall will become effective upon the such filing of or at such time thereafter as is provided in the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "“Effective Time”)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective when the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger or, if applicable, the certificate of ownership and merger (each, the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective , is filed with the Secretary of State of the State of Delaware; provided, however, that, upon mutual consent of the filing of Constituent Corporations, the Certificate of Merger. The Merger may provide for a later date and time of such filing shall be referred to herein as the "Effective Time."of

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit C (the "“Certificate of Merger"”), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon at the time of the filing of the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "“Effective Time”)."

Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with in the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger , that shall become effective upon be filed with the filing Secretary of State of the Certificate State of MergerDelaware on or before the Closing Date. The time of such filing shall be referred to herein as the "Effective Time."The

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions On the terms and subject to the Merger conditions set forth herein, Merger Sub and the Company shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a duly executed certificate of merger (the "“Certificate of Merger"”), as required by the DGCL, which may specify the date and time mutually agreed by the parties at which the Merger will become effective (the “Effective Time”), and the parties shall take all other appropriate documents, executed in accordance with such further actions as may be required by the relevant provisions of DGCL to make the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeeffective."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit D hereto (the "Certificate of Merger"), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon at the time of the filing of the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251(c) of the DGCL and upon the occurrence of the later of: (A) the record date established by the Board of Directors of the Parent for effectiveness of the Merger or (B) the date which FINRA (the Financial Industry Regulatory Authority, Inc.) has approved the effectiveness of the Merger. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall will be consummated as promptly as practicable after satisfaction by the filing of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a in accordance with Section 251 or 253, as applicable, of the Delaware Act. The Merger will become effective at such time as the certificate of merger (is duly filed with the "Certificate Secretary of Merger"), State of Delaware or at such later time as Nipro and all other appropriate documents, executed HDI mutually agree and specify in the certificate of merger. The time the Merger becomes effective in accordance with the relevant provisions Sections 103 and 251 or 253, as applicable, of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be Delaware Act is referred to herein in this Agreement as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective simultaneously with the filing of all conditions to the a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate in accordance with Sections 251 and 103 of merger the GCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance . The Certificate of Merger shall be filed simultaneously with the relevant provisions of the DGCLClosing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is hereinafter referred to herein as the "Effective Time"."

Effective Time. The Merger shall be consummated as promptly as practicable become effective in accordance with the provisions of Section 251 of the DGCL, upon the filing, on or after satisfaction the date hereof, of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a or at such later date and time as the parties shall agree and specify in the certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLmerger. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "“Effective Time."”

Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by time -------------- of the filing and acceptance of the executed certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions pursuant to Section 251(c) of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as Delaware Corporation Law (the "Effective Time."). --------------

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective upon the Merger set forth herein, by filing with the Secretary of State of the State of Delaware of a certificate of merger (merger, in the "Certificate of Merger")form mutually satisfactory to the parties, and all other appropriate documents, executed in accordance with the relevant provisions of DGCL and applicable law (the DGCL"Merger Filing"), or on such other time as is duly set forth in the Merger Filing. The Merger Filing shall be filed simultaneously with or before the Closing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is hereinafter referred to herein as the "Effective Time."

Effective Time. The In accordance with Sections 103 and 252 of the DGCL, -------------- the Merger shall be consummated as promptly as practicable after satisfaction become effective (the "Effective Time") upon the filing of all conditions to a Certificate of Merger (the Merger set forth herein, by filing "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")Delaware, and all other appropriate documentsor at such later time, executed not later than five business days thereafter, as may be specified in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing All other filings or recordings required by Delaware and California law in connection with the Merger shall also be referred to herein as the "Effective Timemade."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as appropriate (the "Certificate Instrument of Merger"), in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of of, the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as or such other time specifically set forth therein being the "Effective Time")."

Effective Time. The Merger shall be consummated become effective on such date as promptly as practicable after satisfaction a Certificate of all conditions to Merger, executed, adopted and approved in accordance with the Merger set forth hereinDelaware General Corporation Law, by filing shall have been filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDelaware. The time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to is herein as called the "Effective Time."" The action described above shall be conclusive evidence, for all purposes of this Agreement, of compliance with all conditions precedent.

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective when a Certificate of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon , is filed with the filing Secretary of State of the Certificate State of Merger. The time of such filing shall be referred to herein as the "Effective Time."Delaware; provided, however, that, 11

Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by time of the filing of the executed certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions pursuant to Section 251 of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as DGCL (the "Effective Time")."

Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when provided in Section 2.12 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate or a certificate of Merger")ownership and merger in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."

Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when -------------- provided in Section 2.12 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by become effective upon filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The GCL (the time the Merger shall become becomes effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions Subject to the Merger set forth hereinprovisions of this Agreement, by filing the parties shall duly prepare, execute and file a certificate of merger (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"), Merger and make all other appropriate documents, executed filings or recordings required by the DGCL in accordance connection with the relevant provisions of the DGCLMerger. The Merger shall become effective upon the filing of the Certificate of Merger. The Merger or at such later time as is specified in such Certificate of such filing shall be referred to herein as Merger (the "“Effective Time”)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction effected by the filing of all conditions to the Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of Section 251(c) of the DGCL. The Merger shall become effective upon at the filing of time set forth in the Certificate of Merger, which shall be filed contemporaneously with the closing conducted pursuant to Section 1.9 (the “Closing”). The time of such filing and date when the Merger shall be become effective is referred to herein in this Agreement as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction by and shall be effective at the time (the "Effective Time") of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")merger, in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon , and such other documents as may be required by the filing provisions of the Certificate of Merger. The time of such filing DGCL (which filings shall be referred to herein made as soon as practicable following the "satisfaction or waiver of the conditions set forth in Article IV hereof). At the Effective Time, the Surviving Corporation shall change its name to "Avatex Corporation."

Effective Time. The In accordance with Sections 103(d) and 252 of the DGCL, the Merger shall be consummated as promptly as practicable after satisfaction become effective (the "Effective Time") upon the filing of all conditions to a Certificate of Merger (the Merger set forth herein, by filing "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")Delaware, and all other appropriate documentsor at such later time, executed not later than five business days thereafter, as may be specified in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing All other filings or recordings required by Delaware and California law in connection with the Merger shall also be referred to herein as the "Effective Timemade."

Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Merger set forth herein, by filing Sub shall file a certificate of merger with the Secretary of State of the State of Delaware a and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or, if agreed by the parties hereto, at such later date or time as is specified in the certificate of merger (the "Certificate of MergerEffective Time"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions Subject to the Merger set forth hereinprovisions of this Plan of Merger, by filing with the Secretary of State of the State of Delaware parties shall file a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, ) executed in accordance with the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL as soon as practicable on or after the Closing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State, or at such other time as the Subsidiary and Health Images shall agree should be specified in the Certificate of such filing shall be referred to herein as Merger (the "Effective Time")."

Effective Time. The Merger shall become effective upon the filing of a certificate of merger (the “Certificate of Merger”), executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL, which shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing filed with the Secretary of State of the State of Delaware a certificate of merger (as promptly as reasonably practicable on the "Closing Date. As used in this Agreement, the term “Effective Time” shall mean the date and time when the Merger becomes effective as provided by the Certificate of Merger"), Merger and all other appropriate documents, executed otherwise in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."

Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when provided in Section 2.12 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to (a) the DE-Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 252 of the DGCLDGCL and (b) the NV-Articles of Merger with the Department of State of the State of Nevada. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by become effective upon filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The GCL (the time the Merger shall become becomes effective upon being the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "“Effective Time”)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing with the Secretary of State of Delaware a Certificate of Merger in substantially the form attached hereto as Exhibit 1.2 (the "Certificate of Merger") and such other documents as are required by the DGCL to be filed with the Secretary of State of Delaware. The time of such filing shall be referred to herein as the "Effective Time"."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction by and shall -------------- be effective at the time of all conditions to acceptance for filing by the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")) in such form as --------------------- is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger , and such other documents as shall become effective upon be required by the filing provisions of the Certificate of Merger. The DGCL (the time of such filing shall be referred to herein as being the "Effective Time."). --------------

Effective Time. The Subject to the terms and conditions of this Plan of Merger and in accordance with the provisions of the DGCL and the DLLCA, the Merger shall be consummated become effective upon the filing of a Certificate of Merger, in substantially the form attached hereto as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinExhibit A, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "“Effective Time”)."

Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective upon the Merger set forth herein, by filing with the Secretary of State of the State of Delaware of a certificate of merger merger, in the form attached hereto as Exhibit C, in accordance with Sections 252 and 103 of the DGCL (the "Certificate of MergerMerger Filings"), and all or on such other appropriate documents, executed time as is duly set forth in accordance with the relevant provisions of the DGCLMerger Filings. The Merger Filings shall be filed simultaneously with or before the Closing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is hereinafter referred to herein as the "Effective Time."

Effective Time. The Merger shall will be consummated by the filing of a certificate of merger in substantially the form attached hereto as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing Exhibit H with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger“Filing”). The time that the Merger becomes effective in accordance with Sections 103 and 251 of such filing shall be the DGCL is referred to herein in this Agreement as the "“Effective Time."”

Effective Time. The Merger shall be consummated as promptly as practicable become effective in accordance with the provisions of Section 251 of the DGCL, upon the filing, on or after satisfaction the date hereof, of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDelaware. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "“Effective Time."”