Common use of Closing and Effective Time of the Merger Clause in Contracts

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on the fifth (5th) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts Pacific time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, 000 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, XxxxxxIrvine, Xxxxxxxxxxxxx 00000, California unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of ownership and merger or other appropriate documents certificate of merger, as applicable (in either case, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts Eastern time, on the fifth (5th) second Business Day following (the “Closing Date”) after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxOne New York Plaza, 00xx XxxxxNew York, Xxxxxx, Xxxxxxxxxxxxx 00000New York, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Substantially contemporaneously with the Closing, or on such other date or at such other time as Parent and the Company shall may agree to in writing, the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed, acknowledged duly executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5th) Business Day following the “Closing Date”), as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in Article 6 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At the Closing, Parent and the Company shall may agree to in writing, Parent, Merger Sub and the Company will cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 7:00 a.m., Boston, Massachusetts Pacific time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following after satisfaction or, to the satisfaction or extent permitted hereunder, waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver (to the extent permitted hereunder) of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxx, XxxxxxMenlo Park, Xxxxxxxxxxxxx 00000California, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At the Closing, Parent and the Company shall may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 9:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or written waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver of those conditions at the Closing), at the offices of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 000 Xxxxxxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At the Closing, Parent and the Company shall may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m.12:00 p.m., Boston, Massachusetts New York time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or written waiver (where permitted by applicable Law) of all of the conditions set forth in Article 6 VII (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the Menlo Park, California offices of Xxxxxx & and Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties heretoParties. The date Subject to the terms and conditions of this Agreement, as soon as practicable on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Company Parties shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties Parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 8:00 a.m., Boston, Massachusetts local time, on the fifth (5th) same Business Day following as the satisfaction or waiver of all Acceptance Time, except if each of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing)) has not been satisfied or waived by such date, in which case on no later than the first Business Day on which each of such conditions is satisfied, at the offices of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, 000 200 Xxxxxxxxx Xxxxxx, 00xx XxxxxXx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At .” On the ClosingClosing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 8:00 a.m., Boston, Massachusetts timeCentral Time, on a date to be specified by the fifth parties (5ththe “Closing Date”), such date to be no later than the third (3rd) Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxx Xxxxxx Xxxxx, XxxxxxChicago, Xxxxxxxxxxxxx 00000Illinois, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York City time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the offices Law Office of Xxxxxx & Xxxxxxx LLPXxxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, 00xx XxxxxXxxxx 000, XxxxxxXX, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the date and time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as time, the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Concurrently with the Closing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the parties Company and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York City time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, XxxxxxXxxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Merger Sub and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts Pacific time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx Oxx Xxxxx Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of ownership and merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter herein referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York time, on a date to be specified by the fifth parties (5ththe “Closing Date”), such date to be no later than the second (2nd) Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 9:00 a.m., Boston, Massachusetts timeEastern Time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third International Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLPXxxxx Day, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxxxxx Xxxx, 00xx XxxxxXxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts timeCentral Time, on the fifth (5th) third Business Day following the after satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices via electronic exchange of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, signature pages unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At On the ClosingClosing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., BostonChicago, Massachusetts Illinois time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx Oxx Xxxxx Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by Parent and the parties heretoCompany. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided Vermont in Section 251 accordance with the relevant provisions of the DGCL VBCA and shall take all such reasonable further actions and make all other filings or recordings required under the DGCLVBCA. The Merger shall become effective at the time the Certificate Articles of Merger shall have been duly filed with the Secretary of State of the State of Delaware Vermont or such other date and time as is agreed upon by the parties and specified in the Certificate Articles of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The Subject to the satisfaction or waiver of all of the conditions set forth in Article 6, the closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts New York City time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the first Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLPXxxxxxx, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At Purchaser and the ClosingCompany may agree to in writing, the Purchaser and the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 9:00 a.m., Boston, Massachusetts timeEastern Time, on a date to be specified by the fifth parties (5th) the Closing Date), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Xxxxx & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate a certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m.a.m. (New York City time) on a date to be specified by the parties (the “Closing Date”), Boston, Massachusetts time, on such date to be at least one calendar day after the fifth (5th) Restructuring Closing Date and no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxxxx, XxxxxxSuite 5800, Xxxxxxxxxxxxx 00000Chicago, Illinois 60606, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, U.S. Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided Nevada in Section 251 accordance with the relevant provisions of the DGCL NRS and shall take all such reasonable further actions and make all other filings or recordings required under the DGCLNRS. The Merger shall become effective at the date and time the Certificate Articles of Merger shall have been duly filed with the Secretary of State of the State of Delaware Nevada or such other date and time as is agreed upon by the parties and specified in the Certificate Articles of Merger, such later date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., BostonChicago, Massachusetts Illinois time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLPSidley Austin llp, 000 Xxxxxxxxx Xxx Xxxxx Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by Parent and the parties heretoCompany. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided Vermont in Section 251 accordance with the relevant provisions of the DGCL VBCA and shall take all such reasonable further actions and make all other filings or recordings required under the DGCLVBCA. The Merger shall become effective at the time the Certificate Articles of Merger shall have been duly filed with the Secretary of State of the State of Delaware Vermont or such other date and time as is agreed upon by the parties and specified in the Certificate Articles of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “"Closing”") will shall take place at 10:00 8:00 a.m., Boston, Massachusetts local time, on the fifth (5th) same Business Day following as the satisfaction or waiver of all Acceptance Time, except if each of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing)) has not been satisfied or waived by such date, in which case on no later than the first Business Day on which each of such conditions is satisfied, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx XxxxxXx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “"Closing Date”. At ." On the ClosingClosing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “"Certificate of Merger”) "), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “"Effective Time”."). ARTICLE 2

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts Eastern time, on the fifth (5th) Business Day following date of the consummation of the Offer, subject to satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxx Xxxxxxx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The On the date on which the Closing actually occurs is referred to herein as the “Closing Date”. At of the Closing, Purchaser or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by Parent and the fifth Company (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxXxxxxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed, acknowledged executed and filed with the Division of Corporations and Commercial Code of the State of Utah in accordance with the Utah BCA and an appropriate certificate of merger to be executed and filed with the Secretary of State of the State of Delaware as provided (the “Certificate of Merger”) in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the Utah BCA or DGCL. The Merger shall become effective at the time the Articles of Merger and Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Articles of Merger and Certificate of Merger, which date and time shall occur at the same instant (such date and time hereinafter being herein referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts New York City time, on a date to be specified by the fifth parties (5thsuch date and time, the “Closing Date”), such date to be no later than three (3) Business Day following the Days after satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date and time to herein as which Merger Sub and the “Closing Date”. At the ClosingCompany may agree in writing, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties hereto in writing and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter being referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 8:00 a.m., Boston, Massachusetts local time, on the fifth (5th) same Business Day following as the satisfaction or waiver of all Acceptance Time, except if each of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing)) has not been satisfied or waived by such date, in which case on no later than the first Business Day on which each of such conditions is satisfied, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx XxxxxXx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At .” On the ClosingClosing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, 000 Xxxxxxxxx 800 Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 9:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or written waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At the Closing, Parent and the Company shall may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit C (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 7:00 a.m., Boston, Massachusetts timePacific Time, on a date to be specified by the fifth parties (5th) such actual date as the Closing takes place, the “Closing Date”), such date to be no later than the second Business Day following after satisfaction or, to the satisfaction or extent permitted hereunder, waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment satisfaction of such conditions or waiver of those conditions at by the Closingparty entitled to waive such conditions), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Company shall cause an appropriate execute and file a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At the Closing, Parent and the Company shall may agree to in writing, Parent, Merger Sub and the Company will cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York City time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the applicable conditions set forth in Article ARTICLE 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At Purchaser and the ClosingCompany may agree to in writing, the Purchaser or the Company shall cause an appropriate a certificate of merger or other appropriate documents a certificate of ownership and merger, as applicable (in either case, the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 a.m., Boston, Massachusetts timePacific Time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLPXxxxx Day, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxxxxx Xxxx, 00xx XxxxxXxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on a date to be specified by the fifth parties (5ththe “Closing Date”), such date to be no later than the second (2nd) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 9:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or written waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver of those conditions at the Closing), at the offices of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 000 Xxxxxxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such other date as the “Closing Date”. At the Closing, Parent and the Company shall may agree to, Parent, Merger Sub and the Company will cause an appropriate the certificate of merger or other appropriate documents in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.Delaware

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 8:00 a.m., Boston, Massachusetts Pacific time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx Xxx Xxxxx Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of ownership and merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter herein referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on as soon as practicable following the fifth Acceptance Time (5th) but in any event no later than the Business Day immediately following the Acceptance Time), subject to the satisfaction or waiver of all of the applicable conditions set forth in Article 6 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver (if permitted by applicable Law) of those conditions at the Closing) (the “Closing Date”), at the offices by electronic exchange of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000documents, unless another time, date or place is agreed to in writing by the parties hereto. The date Upon the terms and subject to the conditions set forth in this Agreement, as promptly as reasonably practicable on which the Closing actually occurs is referred Date, or such other date and time to herein as which Merger Sub and the “Closing Date”. At the ClosingCompany may agree in writing, the Company shall cause an appropriate a certificate of merger or other appropriate documents with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL DGCL, and the Company and Merger Sub shall take all such reasonable further actions and make all other deliveries, filings or recordings required under the DGCLDGCL in connection with the consummation of the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 a.m.1:00 p.m., Boston, Massachusetts New York time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the third International Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Xxxxx & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate a certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such other later date and time as is may be agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxXxxxxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate articles of merger or other appropriate documents (the “Certificate Articles of Merger”) to be executed, acknowledged executed and filed with the Division of Corporations and Commercial Code of the State of Utah in accordance with the Utah BCA and an appropriate certificate of merger to be executed and filed with the Secretary of State of the State of Delaware as provided (the “Certificate of Merger”) in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the Utah BCA or DGCL. The Merger shall become effective at the time the Articles of Merger and Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Articles of Merger and Certificate of Merger, which date and time shall occur at the same instant (such date and time hereinafter being herein referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 a.m., Boston, Massachusetts Eastern time, on a date to be specified by the fifth parties (5ththe “Closing Date”), such date to be no later than the third (3rd) Business Day following the after satisfaction or (to the extent permitted by Law) waiver of all of the conditions set forth in Article 6 VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver of those conditions at the Closing), at the offices of Xxxxxxx Xxxxxx & Xxxxxxx LLPL.L.P., Bank of America Plaza, 000 Xxxxxxxxx Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx Xxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date Subject to the satisfaction or waiver of the conditions set forth in Article VII, on which the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on as soon as practicable following the fifth Acceptance Time (5th) but in any event no later than the Business Day immediately following the Acceptance Time), subject to the satisfaction or waiver of all of the applicable conditions set forth in Article 6 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver (if permitted by applicable Law) of those conditions at the Closing) (the “Closing Date”), at the offices by electronic exchange of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000documents, unless another time, date or place is agreed to in writing by the parties hereto. The date Upon the terms and subject to the conditions set forth in this Agreement, as promptly as reasonably practicable on which the Closing actually occurs is referred Date, or such other date and time to herein as which Merger Sub and the “Closing Date”. At the ClosingCompany may agree in writing, the Company shall cause an appropriate a certificate of merger or other appropriate documents with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL DGCL, and the Company and Merger Sub shall take all such reasonable further actions and make all other filings or recordings required under the DGCLDGCL in connection with the consummation of the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 9:00 a.m., Boston, Massachusetts timePacific Time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLPXxxxx Day, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxxxxx Xxxx, 00xx XxxxxXxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as in writing, Parent, the “Closing Date”. At the Closing, Purchaser and the Company shall cause an appropriate certificate of ownership and merger or certificate of merger or other appropriate documents (in any case, the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts New York City time, on a date to be specified by the fifth parties (5th) the “Closing Date”), such date to be no later than the second Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxx LLPXxxx, 000 Xxxxxxxxx 00 Xxxx 00xx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by Parent and the parties heretoCompany. The date on which On the Closing actually occurs is referred Date, or on such other date as Parent and the Company may agree to herein as the “Closing Date”. At the Closingin writing, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided New York in Section 251 accordance with the relevant provisions of the DGCL NYBCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCLNYBCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware New York or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 10:00 a.m., Boston, Massachusetts timeEastern Time, on date to be specified by the fifth parties (5ththe “Closing Date”), such date to be no later than the third (3rd) Business Day following the after satisfaction or waiver of all of the conditions set forth in Article 6 VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxx Xxxxxx Xxxxx Xxx & Xxxxxxx Xxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which On the Closing actually occurs is referred to herein Date, or on such date as the “Closing Date”. At Parent and Company may agree to in writing, the ClosingParent, the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided New Jersey in Section 251 accordance with the relevant provisions of the DGCL NJBCA and shall take all such reasonable further actions and make all other filings or recordings required under the DGCLNJBCA. The Merger shall become effective at the time of the Certificate of Merger or other appropriate documents shall have been duly filed with the Secretary of State of the State of Delaware New Jersey or such other date and time as is agreed upon by the parties and specified in the Certificate of MergerMerger or other appropriate documents, such date and time hereinafter referred to as the “Effective Time”.