Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.7.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) ), and (ii) at such later time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.73.5.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of as set forth in a properly executed Certificate certificate of Merger relating to the Merger merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) ), which filing shall be made on the Closing Date. As used in this Agreement, the term “Effective Time” shall mean the date and (ii) at such time when the Merger becomes effective, as the parties shall agree and set forth in such the Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.7.

Effective Time of the Merger. The Merger shall become effective at the date and time (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed Certificate of Merger relating to meeting the Merger with requirements of the Secretary of State of Delaware General Corporation Law (the “DGCL”) shall have been duly executed and filed in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) DGCL, or at such other time as the parties shall agree and set forth is specified in such Certificate of Merger. The filing of Merger in accordance with the DGCL, which Certificate of Merger referred to above shall be made filed as soon as practicable on following fulfillment of the Closing Date conditions set forth in Section 3.7Article VII hereof.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of as set forth in a properly executed Certificate certificate of Merger relating to the Merger merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “"Certificate of Merger”) "), which filing shall be made on the Closing Date. As used in this Agreement, the term "Effective Time" shall mean the date and (ii) at such time when the Merger becomes effective, as the parties shall agree and set forth in such the Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.7.

Effective Time of the Merger. The Merger shall become effective at such time (the “Effective Time”) upon as shall be stated in the later of (i) the date of filing of a properly executed Certificate of Merger relating Merger, in a form reasonably acceptable to the Merger Acquiror, Company and Acquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of MergerMerger Filing”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger). The filing Merger Filing shall provide for the effectiveness of the Certificate of Merger referred to above immediately upon its filing. The Merger Filing shall be made as soon as practicable on at the Closing Date set forth in Section 3.7Closing.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed certificate of merger (the "Certificate of Merger relating to the Merger Merger") is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on after the Closing Date set forth closing of the transactions contemplated by this Agreement in accordance with Section 3.7.3.6 hereof. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Certificate of Merger is so filed. ARTICLE II

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.73.6.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed certificate of merger (the "Certificate of Merger relating to the Merger Merger") is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on after the Closing Date set forth closing of the transactions contemplated by this Agreement in accordance with Section 3.73.6 hereof. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Certificate of Merger is so filed.

Effective Time of the Merger. The Merger shall become effective at such time (the “"Effective Time”") upon as shall be stated in the later of (i) the date of filing of a properly executed Certificate of Merger relating Merger, in a form reasonably acceptable to the Merger Parent, Company and Acquisition Sub, respectively, to be filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger"Merger Filing"). The filing Merger Filing shall provide for the effectiveness of the Certificate of Merger referred to above immediately upon its filing. The Merger Filing shall be made as soon as practicable on at the Closing Date set forth in Section 3.7Closing.

Effective Time of the Merger. The Merger shall become ---------------------------- effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The filing of once the Certificate of Merger referred to above has been properly executed and duly filed with the Delaware Secretary of State and appropriate evidence of acceptance for filing has been obtained. This filing shall be made by the Acquirer concurrently with the Closing. For the purposes of this Agreement, the term "EFFECTIVE TIME" means the date and time at which such Certificate of Merger is filed or at such later time as soon as practicable on is provided in the Closing Date set forth in Section 3.7Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later completion of (i) the date of filing of a properly executed Certificate Certificates of Merger relating to the Merger with the Secretary Department of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date (as hereinafter defined) after satisfaction or waiver of the conditions set forth in Section 3.7Article VIII hereof. When used in this Agreement, the term "Effective Time" shall mean 12:01 a.m. on the date on which such Articles of Merger are filed successfully.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed Certificate of Merger relating to in substantially the Merger form of Exhibit 2.2 attached hereto (the "Certificate of Merger") is duly filed with the Secretary of the State of Delaware as provided in accordance with the DGCL DGCL. When used in this Agreement, the term "Effective Time" shall mean the date and the LLCA (the “Certificate of Merger”) and (ii) time at such time as the parties shall agree and set forth in such Certificate of Merger. The filing of which the Certificate of Merger referred to above is so filed or at such other time as Buyer and the Company shall agree should be made as soon as practicable on specified in the Closing Date set forth in Section 3.7Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective at the date and time (the “"Effective Time”") upon the later of (i) the date of filing of when a properly executed Certificate of Merger relating to the Merger is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on following fulfillment of the Closing Date conditions set forth in Section 3.7Article 5 hereof, or at such time thereafter as is provided in such Certificate.

Effective Time of the Merger. The Merger shall become effective at such time (the “"Effective Time”") upon the later of (i) the date of filing of as shall be stated in a properly executed Certificate of Merger relating Merger, in a form mutually acceptable to Parent and the Merger Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger"Merger Filing"). The filing of the Certificate of Merger referred to above Filing shall be made simultaneously with or as soon as practicable on after the Closing Date set forth (as defined in Section 3.73.3).

Effective Time of the Merger. The Merger shall become effective ---------------------------- (such time, the “"Effective Time”") upon the later of (i) the date of filing of a properly certificate of merger (in -------------- such form as required by and executed Certificate in accordance with the relevant provisions of Merger relating to the Merger DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger"Merger Filing"). The filing of the Certificate of Merger referred to above Filing shall be made ------------- simultaneously with or as soon as practicable on following the Closing Date set forth (as defined in Section 3.72.4).

Effective Time of the Merger. The Merger shall become effective at the time (the “"Effective Time”") upon specified in the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with be issued by the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of MergerDelaware. The filing of the Certificate of Merger referred to above shall be made simultaneously with or as soon as possible following the closing of the transactions contemplated by this Agreement in accordance with Article XII hereof. It is the intent of the parties hereto that the Effective Time shall be within five business days from the date of the last required approval and the expiration of any applicable waiting periods or as soon 2 as practicable on the Closing Date set forth in Section 3.7thereafter.

Effective Time of the Merger. The Merger shall become effective at the time (such time, the “Effective Time”) upon of the later of (i) the date of filing of a properly certificate of merger (in the form required by, and executed Certificate in accordance with, the relevant provisions of Merger relating to the Merger DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of MergerMerger Filing”) and (ii) at ), or such later time as may be specified in the parties shall agree and set forth in such Certificate certificate of Mergermerger. The filing of the Certificate of Merger referred to above Filing shall be made contemporaneously with or as soon as practicable on following the Closing Date set forth in Section 3.7Closing.

Effective Time of the Merger. The Merger shall become ---------------------------- effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed certificate of merger (the "Certificate of Merger relating to the Merger Merger") is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on after the Closing Date set forth closing of the transactions contemplated by this Agreement in accordance with Section 3.73.6 hereof. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Certificate of Merger is so filed.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later completion of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of the State of Delaware in accordance with respect to the DGCL Merger of Imagyn and Urohealth Sub, which filing shall be made on the LLCA (Closing Date after satisfaction of the “Certificate of Merger”) and (ii) at such time as the parties shall agree and conditions set forth in such Certificate of MergerArticle VII. The filing of When used in this Agreement, the term "EFFECTIVE TIME" with respect to the Merger shall mean the date and time at which the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.7is successfully filed.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later filing by the parties of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of MergerDelaware. The filing of the Certificate of Merger referred to above shall be made as soon as practicable executed and delivered in the manner provided under the DGCL. The time on the Closing Date set forth that the Merger shall become effective in Section 3.7the State of Delaware is referred to herein as the “Effective Time.”

Effective Time of the Merger. The Merger shall become effective (the “"Effective Time”") upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.73.6.

Effective Time of the Merger. The time when the Merger shall become effective (the “"Effective Time”Time of the Merger") upon shall be at the later of (i) the time and date of filing when a copy of a properly executed Certificate of Merger relating to the Merger has been filed with the Secretary of State of the State of Delaware in accordance with pursuant to Section 264 of the DGCL and the LLCA Delaware General Corporation Law (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.7"Delaware Act").

Effective Time of the Merger. The Merger shall will become effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger (the “Certificate of Merger”) with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such later time as the parties shall Parties agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall will be made as soon as practicable on the Closing Date set forth in Section 3.7Date.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of ---------------------------- when a properly executed Certificate of Merger relating to meeting the Merger requirements of Section 251 of the DGCL is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) or at such later time as the parties hereto shall agree and set forth have designated in such Certificate of Merger. The filing as the Effective Time of the Certificate of Merger referred to above (the "Effective Time"), which -------------- filing shall be made as soon as practicable on after the Closing Date set forth closing of the transactions contemplated by this Agreement in accordance with Section 3.73.8 hereof.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.73.5.

Effective Time of the Merger. The Merger shall become effective at ---------------------------- such time (the “"Effective Time”") upon as shall be stated in the later of (i) the date of filing of a properly executed Certificate of Merger relating Merger, in a form reasonably acceptable to the Merger Parent, Company and Acquisition Sub, respectively, to be filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger"Merger Filing"). The filing Merger Filing shall provide for the effectiveness of the Certificate of Merger referred to above immediately upon its filing. The Merger Filing shall be made as soon as practicable on at the Closing Date set forth in Section 3.7Closing.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed Certificate of Merger relating to the Merger is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on after the Closing Date set forth closing of the transactions contemplated by this Agreement in accordance with Section 3.711.1. When used in this Agreement, the term "Effective Time" shall mean the date and time at which such Certificate is so filed.

Effective Time of the Merger. The Merger shall become effective at the date and time (the “"Effective Time”Time of Merger") upon the later of (i) the date of filing of when this Agreement or a properly executed Certificate certificate of Merger relating to the Merger merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of MergerDGCL. The filing parties hereto shall cause this Agreement or the certificate of merger to be executed and filed as aforesaid upon the satisfaction or waiver of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth conditions contained in Section 3.7this Agreement.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed Certificate of Merger relating to the Merger is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) Delaware, or at such later date and time as the parties shall agree and set forth in such Certificate of Merger. The may be specified therein, which filing of the Certificate of Merger referred to above shall be made contemporaneously with (or as soon as practicable on after) the Closing Date set forth closing of the transactions contemplated by this Merger Agreement in accordance with Section 3.73.6. When used in this Merger Agreement, the term "Effective Time" shall mean the date and time at which such filing shall have been made or such later date and time as may be specified in such filing. 1.3.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of when a properly executed Certificate of Merger relating to the Merger is duly filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) Delaware, or at such later date and time as the parties shall agree and set forth in such Certificate of Merger. The may be specified therein, which filing of the Certificate of Merger referred to above shall be made contemporaneously with (or as soon as practicable on after) the Closing Date set forth closing of the transactions contemplated by this Merger Agreement in accordance with Section 3.73.6. When used in this Merger Agreement, the term "Effective Time" shall mean the date and time at which such filing shall have been made or such later date and time as may be specified in such filing.

Effective Time of the Merger. The Merger shall become effective at the date and time (the “"Effective Time”") upon the later of (i) the date of filing of when a properly duly prepared and executed Certificate of Merger relating to the Merger is filed with the Secretary of State of the State of Delaware (the "Merger Filing") in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of MergerDGCL. The filing of the Certificate of Merger referred to above Filing shall be made simultaneously with or as soon as practicable on after the Closing Date set forth closing of the transactions contemplated by this Agreement in accordance with Section 3.7.3.6 hereof. ARTICLE II THE

Effective Time of the Merger. The Merger shall become effective at the time (such time, the “"Effective Time”") upon of the later of (i) the date of filing of a properly certificate of merger (in the form required by, and executed Certificate in accordance with, the relevant provisions of Merger relating to the Merger DGCL) with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at "Merger Filing"), or such later time as the parties shall agree and set forth in such Certificate of Mergermay be specified therein. The filing of the Certificate of Merger referred to above Filing shall be made simultaneously with or as soon as practicable on following the Closing Date set forth in Section 3.7Closing.

Effective Time of the Merger. The Merger shall become effective at such time (the “"Effective Time”") upon the later of (i) the date of filing of as shall be stated in a properly executed Certificate of Merger relating Merger, consistent with the terms of this Agreement, to the Merger be filed with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger"Merger Filing"). The filing of the Certificate of Merger referred to above Filing shall be made simultaneously with or as soon as practicable on after the Closing Date set forth (as defined in Section 3.74.9, below) of the transactions contemplated by this Agreement.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later completion of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate State of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The Delaware, which filing of the Certificate of Merger referred to above shall be made as soon as practicable on after the Closing Date set forth of the Transactions. When used in Section 3.7.this Agreement, the term "

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon the later of (i) the date of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) DGCL, and (ii) at such later time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred to above shall be made as soon as practicable on the Closing Date set forth in Section 3.73.6.

Effective Time of the Merger. The Merger shall become ---------------------------- effective (the “Effective Time”) upon the later of (i) the date of filing of as set forth in a properly executed Certificate certificate of Merger relating to the Merger merger duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the LLCA (the “"Certificate of -------------- Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The "), which filing of the Certificate of Merger referred to above shall be made as soon as practicable on after the Closing Date closing of ------ the transactions contemplated by this Agreement (the "Closing"), in accordance ------- with Section 2.4. As used in this Agreement, the term "Effective Time" shall -------------- mean the date and time when the Merger becomes effective, as set forth in Section 3.7the Certificate of Merger.

Effective Time of the Merger. The Merger shall become effective (the “Effective Time”) upon at the later time of (i) the date acceptance of filing of a properly executed Certificate of Merger relating to the Merger with the Secretary of State of Delaware in accordance with the DGCL and the LLCA (the “Certificate of Merger”) and (ii) at such time as the parties shall agree and set forth in such Certificate of Merger. The filing of the Certificate of Merger referred by the Secretary of State of the State of Delaware, in substantially the form set forth on Exhibit D, attached hereto (the “Merger Filing”), or at such later time to above which the Parties have agreed and designated in the Merger Filing. The Merger Filing shall be made as soon as practicable on the Closing Date set forth in Section 3.7Date.