Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. This Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware in accordance with the requirements of the California Corporations Code and the Delaware General Corporation Law; B. All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. i) This Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware Big League and the shareholders of Nanometrics in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California Corporations Code; B. ii) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. iii) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and iv) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date Time of the Merger”."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the stockholder/shareholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code Delaware General Corporation Law and the Delaware California General Corporation Law; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when ------------------------ the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of ScientGetThere-California and the sole stockholder of Scient- GetThere-Delaware in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California Corporations Code; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. This : (i) this Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation, as applicable, in accordance with the requirements of the California Corporations Code Nevada General Corporation Law and the Delaware General Corporation Law; B. All ; (ii) all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. An (iii) an executed Certificate certificate of Ownership and Merger merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (iv) an executed certificate of merger or an executed counterpart of this Agreement meeting the requirements of the Nevada General Corporation Law shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective ------------------------ when the ------------------------ following actions shall have been completed: A. This (a) this Agreement and the Merger shall have been adopted and approved by the stockholders of CPSI-Delaware and the shareholders of ScientCPSI-California and the sole stockholder of Scient- Delaware Alabama in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the Alabama Business Corporation Act, as the case may be; B. All (b) all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. An (c) an executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) executed Articles of Merger meeting the requirements of the Alabama Business Corporation Act shall have been filed with the Secretary of State of the State of Alabama. The date and time when the Merger shall become effective, as aforesaid, is herein called referred to as the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California Corporations Code; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. (d) Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-California AboveNet Communications Inc.-California and the sole stockholder of Scient- Delaware AboveNet Communications Inc.-Delaware in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California Corporations Code; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-Accuray California and the sole stockholder of Scient- Accuray Delaware in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California Corporations Code, respectively; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. (c) An executed Certificate of Ownership and Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the MergerTime."”

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been was adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California General Corporation Law on May , 1997 and July 31, 1997, respectively; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. (c) An executed Certificate of Ownership and Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of ScientILGN-California Texas and the sole stockholder of Scient- Delaware the Company in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the Texas Business Corporation Act; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of Scient-California ICOS Delaware and the sole stockholder shareholder of Scient- Delaware ICOS Washington, in accordance with the respective requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the Washington Business Corporation Act; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) Executed Articles of Merger shall have been filed with the Washington Secretary of State; and C. (d) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Delaware Secretary of State of the State of DelawareState. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code Delaware General Corporation Law and the Delaware California General Corporation Law; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. (c) An executed Certificate of Ownership and Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have has been adopted and approved by the shareholders stockholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code Delaware General Corporation Law and the Delaware California General Corporation Law; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall and required under Delaware General Corporation Law and California General Corporation Law have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have has been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date Time of the Merger"."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. This : (i) this Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code and the Delaware General Corporation Law; B. All Law and the California Corporations Code; (ii) all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. An (iii) an executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (iv) an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code Delaware General Corporation Law and the Delaware California General Corporation Law; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. (c) An executed Certificate of Ownership and Merger or an executed acknowledged counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective be completed when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been was adopted and approved by the shareholders stockholders of Scient-California TNAV Holdings and the sole stockholder of Scient- Delaware TeleNav in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw on — —, 20— and — —, 20—, respectively; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. (c) An executed Certificate Agreement and Plan of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The Pursuant to Section 252 of the Delaware General Corporation Law, the date and time when the Merger shall become effective, as aforesaidshall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. (a) This Agreement and the Merger shall have been was adopted and approved by the shareholders of Scient-California and the sole stockholder of Scient- Delaware each Constituent Corporation in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California General Corporation Law on October 14, 1996 and November 14, 1996, respectively; B. (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and; C. (c) An executed Certificate of Ownership and Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: A. This Agreement and the Merger shall have been adopted and approved by the shareholders of ScientXxxx, Xxxxxx-California and the sole stockholder of Scient- Xxxx, Xxxxxx-Delaware in accordance with the requirements of the California Corporations Code and the Delaware General Corporation LawLaw and the California Corporations Code; B. All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; and C. An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."