Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __, 1997 and November __, 1997, respectively; (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) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Certificate of Merger or an executed, acknowledged and certified 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; and Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Subject to applicable law, the Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement shall have been adopted by the sole shareholder of NovaBay DE and Merger was adopted and the principal terms of this Agreement shall have been approved by the stockholders shareholders of each Constituent Corporation NovaBay CA in accordance with the requirements of the Delaware General Corporation Law DGCL and the California General Corporation Law on November __, 1997 and November __, 1997CGCL, respectively; (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 Agreement and Plan A certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Delaware and this Agreement, together with a Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements Ownership as provided in Section 1110 of the California Corporations Code CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 California or, in the case of the Delaware General Corporation Law and Section 1168 applicable requirements of California law, as otherwise provided by the California Corporations Code, the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (ai) This Agreement and the Merger was shall have been adopted and approved by the stockholders sole stockholder of each Constituent Corporation Intevac Delaware and the shareholders of Intevac California in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __, 1997 and November __, 1997Corporations Code, respectively; (bii) 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; (ciii) An executed Certificate of Merger, or an executed counterpart of this Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law Law, shall have been filed with the Secretary of State of the State of Delaware;; and (div) An executed Certificate of Merger Merger, or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the California Corporations Code Code, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the . The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date Time of the Merger."”

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and Plan of Merger was shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __, 1997 and November __, 1997, respectivelyCorporations 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 counterpart of this Agreement and Plan or a Certificate of Merger 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, acknowledged and certified counterpart of this Agreement meeting the requirements A copy of the California Corporations Code agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed with the Secretary of State of in the State of California; and Pursuant to , or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 251 of the Delaware General Corporation Law and Section 1168 1108(d) of the California Corporations Code, the . The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed when ------------------------ the ------------------------ following actions shall have been completed: (ai) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November March__, 1997 2000 and November March__, 19972000, respectively; (bii) 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; (ciii) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware;; and (div) An executed Certificate of Merger or an executed, acknowledged and certified 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; and . Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to ArtisanOmniVision-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __January 3, 1997 2000 and November __January 3, 19972000, respectively; (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) An executed Agreement and Plan of Merger 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, acknowledged and certified 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; and . Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to ArtisanSkyStream-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Plan of Merger was shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law on and the California General Corporation Law on November __, 1997 and November __, 1997, respectivelyLaw; (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) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with and accepted by the Secretary of State of the State of Delaware; (d) An executed Certificate Agreement and Plan of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with and accepted by the Secretary of State of the State of California; and and (e) A permit pursuant to Section 25121 of the California General Corporation Law shall have been issued by the California Department of Corporations. Pursuant to Section 251 252 of the Delaware General Corporation Law and Section 1168 1108 of the California Corporations CodeCode and the terms of this Section 1.2, the date and time when the Merger shall become effective, shall be the date upon which provided that subsections (a), (b), (c), (d) and (ce) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfied, is shall be , 2004, herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Subject to applicable law, the Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Southwest Gas Delaware and Merger was adopted and the principal terms of this Agreement shall have been approved by the stockholders shareholders of each Constituent Corporation Southwest Gas California in accordance with the requirements of the Delaware General Corporation Law DGCL and the CGCL, which adoption and approval by such sole stockholder of Southwest Gas Delaware and by the shareholders of Southwest Gas California General Corporation Law on November __has occurred as of September 20, 1997 2019 and November __May 2, 19972019, respectively; (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 Agreement and Plan A certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Delaware and this Agreement, together with a Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements Ownership as provided in Section 1110 of the California Corporations Code CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 California or, in the case of the Delaware General Corporation Law and Section 1168 applicable requirements of California law, as otherwise provided by the California Corporations Code, the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Subject to applicable law, the Merger shall be completed become effective when the ------------------------ following actions shall have been completed: : (a) This Agreement shall have been adopted by the sole stockholder of Hanover Delaware and Merger was adopted and the principal terms of this Agreement shall have been approved by the stockholders shareholders of each Constituent Corporation Hanover California in accordance with the requirements of the Delaware General Corporation Law DGCL and the CGCL, which adoption and approval by such sole stockholder of Hanover Delaware and by the shareholders of Hanover California General Corporation Law on November __has occurred as of June 9, 1997 2011 and November __June 15, 19972011, respectively; ; (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 Agreement and Plan A certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the " Certificate of Merger ") shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Delaware and this Agreement, together with a Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements Ownership as provided in Section 1110 of the California Corporations Code CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 California or, in the case of the Delaware General Corporation Law and Section 1168 applicable requirements of California law, as otherwise provided by the California Corporations Code, the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "Effective Date of the MergerMerger ."

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November September __, 1997 1999 and November September __, 19971999, respectively; (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) An executed Agreement and Plan of Merger 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, acknowledged and certified 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; and . Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to ArtisanCobalt-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Subject to applicable law, the Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and shall have been approved by the stockholders shareholders of each Constituent Corporation ILTS California in accordance with the requirements of the Delaware General Corporation Law CGCL, an Information Statement on Schedule 14C shall have been sent or given to the shareholders of ILTS California in compliance with the requirements of Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the California General Corporation Law on November __, 1997 and November __, 1997, respectivelytwenty (20) calendar day waiting period contemplated by Rule 14c-2(b) promulgated under the Exchange Act shall have lapsed; (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 Agreement and Plan A certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Certificate of Merger or an executed, acknowledged Delaware and certified 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; and Pursuant to Section 251 of , or as otherwise provided by the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall be completed will become effective ------------- ------------------------ when the ------------------------ following actions shall will have been completed: (a) This Agreement and the Merger was will have been adopted and approved by the board of directors and/or the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __, 1997 and November __, 1997, respectivelyLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall will have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Agreement Certificate of Ownership and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall and an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law and California General Corporation Law will have been filed with the Secretary of State of the State of Delaware; (d) An executed Certificate of Merger or an executed, acknowledged and certified 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; and Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the respectively. The date and time when the Merger shall will become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and Plan of Merger was shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __, 1997 and November __, 1997, respectivelyCorporations 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 counterpart of this Agreement and Plan or a certificate of Merger merger 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, acknowledged and certified counterpart of this Agreement meeting the requirements A copy of the California Corporations Code agreement, certificate, or other document filed by Tier Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed with the Secretary of State of in the State of California; and Pursuant to , or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 251 of the Delaware General Corporation Law and Section 1168 1108(d) of the California Corporations Code, the . The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (ai) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law Nevada Revised Statutes on November __March 28, 1997 2000 and November __March 28, 19972000, respectively; (bii) 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; (ciii) An The executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware;; and (div) An With respect to Avistar-Nevada, an executed Certificate Agreement and Plan of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code Nevada Revised Statutes shall have been filed with the Secretary of State of the State of California; and Nevada. Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations CodeNevada Revised Statutes, the date and time when the Merger shall become effective, shall be the date upon which subsections (ai), (bii) and (ciii) of this Section 1.2 1(b) are satisfied and as to ArtisanAvistar-California Nevada on the day subsection (div) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November August __, 1997 2001 and November _________, 19972001, respectively; (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) An executed Agreement and Plan of Merger 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, acknowledged and certified 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; and . Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to ArtisanNASSDA-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This this Agreement and the Merger was shall have been adopted and approved by the boards of directors and the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on November __, 1997 and November __, 1997, respectivelyCorporations Code; (b) All any and 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) An an executed Agreement Certificate of Ownership and Plan of Merger 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 this Agreement, together with an executed Certificate of Merger or an executedOwnership and Merger, acknowledged and certified counterpart of this Agreement meeting the requirements as provided in Section 1110 of the California Corporations Code General Corporation Law, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, the . The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger” or the “Effective Date."”

Filing and Effectiveness. The Subject to applicable law, the Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Pure Delaware and Merger was adopted and the principal terms of this Agreement shall have been approved by the stockholders shareholders of each Constituent Corporation Pure California in accordance with the requirements of the Delaware General Corporation Law DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Delaware and by the shareholders of Pure California General Corporation Law on November __has occurred as of February 28, 1997 2011 and November __February 10, 19972011, respectively; (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 Agreement and Plan A certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Delaware and this Agreement, together with a Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements Ownership as provided in Section 1110 of the California Corporations Code CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 California or, in the case of the Delaware General Corporation Law and Section 1168 applicable requirements of California law, as otherwise provided by the California Corporations Code, the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Subject to applicable law, the Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Merger Sub and Merger was adopted and the principal terms of this Agreement shall have been approved by the stockholders shareholders of each Constituent Corporation PCB in accordance with the requirements of the Delaware General Corporation Law DGCL and the California General Corporation Law on November __, 1997 and November __, 1997CGCL, respectively; (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 Agreement and Plan A certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; (d) An executed Delaware and this Agreement, together with a Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements Ownership as provided in Section 1110 of the California Corporations Code CGCL, or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California; and Pursuant to Section 251 California or, in the case of the Delaware General Corporation Law and Section 1168 applicable requirements of California law, as otherwise provided by the California Corporations Code, the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as to Artisan-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”