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

Closing and Effective Time of the Merger. The closing of the Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth (4th) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 (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); provided, however, that the Acquirors may elect to defer the Closing to the last Business Day of the month in which the Closing would have otherwise occurred by providing written notice to the Company at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 is referred to as the “Closing Date.” On the Closing Date, Merger Sub or the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL 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 (which filing shall immediately follow the consummation of the Real Estate Purchase), or such later date and time as is agreed upon by the parties hereto 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 a.m.8:30 p.m. (Taiwan time) as soon as practicable, Eastern time, at but in any event no later than the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth second (4th2nd) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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); , via electronic exchange of signature pages unless another time, date or place is agreed to in writing by the parties hereto, provided, however, that notwithstanding the Acquirors may elect foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to defer be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), the Closing to shall not occur until the last date that is the earlier of (a) any Business Day of before or during the month in which the Closing would have otherwise occurred Marketing Period specified by providing Parent on no less than two (2) Business Days’ prior written notice to the Company at least four and (4b) the second (2nd) Business Days in advance Day after the final day of the Marketing Period. The date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” On ”. Subject to the provisions of this Agreement, on the Closing Date, Merger Sub or and the Company shall cause execute a certificate plan of merger (the “Certificate Plan of Merger”) to be executed substantially in the form set out in Exhibit A attached hereto and filed with such parties shall file the Secretary Plan of State of the State of Delaware in accordance with the relevant provisions of the DGCL Merger and shall make all other filings documents required under the DGCL in connection CICA to effect the Merger with the MergerRegistrar of Companies of the Cayman Islands as provided by Section 233 of the CICA. The Merger shall become effective at on the time date specified in the Certificate Plan of Merger and the Merger shall have been duly filed with become effective on the Secretary date the Plan of State Merger is registered by the Registrar of Companies of the State of Delaware (which filing shall immediately follow the consummation of the Real Estate Purchase), Cayman Islands or such later date and time as is agreed upon by the parties hereto and specified in the Certificate Plan of Merger in accordance with the CICA (such date and time hereinafter referred to as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 8:00 a.m., Eastern New York City time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth third (4th3rd) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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) (the “Closing Date”), by electronic exchange of documents, unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that if the Acquirors may elect Marketing Period has not ended at the time of the satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that are by their nature to defer be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), the Closing shall occur instead on (a) the earlier to the last occur of (i) such Business Day of during the month in which the Closing would have otherwise occurred Marketing Period as shall be specified by providing written notice Parent to the Company at least four in writing not later than 5:00 p.m., New York City time, on the third (4) Business Days in advance of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st3rd) Business Day prior to such date, and (ii) the third (3rd) Business Day immediately following the final day of the following calendar year by providing written notice Marketing Period (as it may be extended pursuant to the Acquirors at least four definition of “Marketing Period”); or (4b) Business Days such other date and time as agreed to in advance of writing by the date parties hereto. Upon the terms and subject to the conditions set forth in this Agreement, as promptly as reasonably practicable on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 is referred to as the “Closing Date.” On the Closing Date, or such other date and time to which Merger Sub or and the Company may agree in writing, the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DGCL, and the Company and Merger Sub shall make all other filings required under the DGCL 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth fifth (4th5th) Business Day after the satisfaction or waiver (to the extent permitted by Law) of all of the applicable conditions set forth in Article 7 6 so long as such conditions remain satisfied or waived on such fifth (5th) Business Day (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); provided, however, that (a) if the Acquirors may elect to defer Marketing Period has not ended as of such date, then the Closing to shall not occur until the last date following such satisfaction or waiver that is the earlier of (x) any Business Day of during the month in which the Closing would have otherwise occurred Marketing Period as may be specified by providing written Parent on no less than five (5) Business Days’ prior notice to the Company (it being agreed that such notice may be conditioned upon the simultaneous completion of the Debt Financing, and it being further agreed that if such Debt Financing is not completed for any reason at least four any time, such notice shall automatically be deemed withdrawn) and (4y) five (5) Business Days in advance after the final day of the date on which Marketing Period; and (b) notwithstanding the Closing would otherwise have occurred; providedsatisfaction or waiver of the conditions set forth in Article 6, further this Agreement may be terminated pursuant to and in accordance with Section 7.1 such that if the Closing is scheduled parties hereto shall not be required to occur in Decembereffect the Closing, the Company may elect, in its discretion and regardless of any election made by whether the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day final day of the following calendar year by providing written notice Marketing Period shall have occurred prior to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurredsuch termination. The actual date on which the Closing is to occur pursuant to this Section 1.3 1.2 is referred to as the “Closing Date.” On the Closing Date, Merger Sub or the Company shall cause a certificate articles of merger (including a plan of merger) (the “Certificate Articles of Merger”) to be executed and filed with the Secretary of State of the State of Delaware North Dakota in accordance with the relevant provisions of the DGCL NDBCA and shall make all other filings required under the DGCL NDBCA in connection with the Merger. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)North Dakota, or such later date and time as is agreed upon by the parties hereto 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 8:00 a.m., Eastern New York City time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth third (4th3rd) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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) (the “Closing Date”), at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that if the Acquirors may elect Marketing Period has not ended at the time of the satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that are by their nature to defer be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), the Closing shall occur instead on (a) the earlier to the last occur of (i) any Business Day of during the month in Marketing Period, which the Closing would have otherwise occurred date must be specified by providing written notice Parent to the Company at least four in writing not later than 5:00 p.m., New York City time, on the third (43rd) Business Days in advance Day prior to such date, and (ii) the third (3rd) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to the definition of “Marketing Period”); or (b) such other date and time as agreed to in writing by the parties hereto. Upon the terms and subject to the conditions set forth in this Agreement, as promptly as reasonably practicable on which the Closing would otherwise have occurred; providedDate, further that if the Closing is scheduled or such other date and time to occur in December, which Merger Sub and the Company may elect, agree in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 is referred to as the “Closing Date.” On the Closing Datewriting, Merger Sub or the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will shall take place at 10:00 a.m., Eastern time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth (4th) Business Day as soon as practicable after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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); provided, howeverand in all events, no later than at 8:00 a.m., Delaware time, on the third Business Day 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 Acquirors may elect Closing, but subject to defer the fulfillment or waiver of those conditions at the Closing), unless another time or date is agreed to in writing by the parties to this Agreement. The Closing shall take place remotely by exchange of documents and signatures (or their electronic counterparts), unless the parties to this Agreement agree in writing to hold the Closing to the last Business Day of the month in which the Closing would have otherwise occurred by providing written notice to the Company at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurreda physical location. The actual date on which the Closing is to occur pursuant to this Section 1.3 1.4 is referred to as the “Closing Date.” On the Closing Date, Merger Sub or on such other date as may be agreed upon by Parent and the Company, the Company shall cause a certificate of merger (the “Certificate of Merger”) ), in such form as required by the DGCL, to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and and/or time as is agreed upon by the parties hereto 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 8:00 a.m., Eastern New York City time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth second (4th2nd) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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 Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that that, notwithstanding the Acquirors may elect satisfaction or waiver of all of the applicable conditions set forth in Article 6, Parent and Merger Sub shall not be obligated to defer effect the Closing prior to the last third (3rd) Business Day following the final day of the month in which the Closing would have otherwise occurred by providing Marketing Period, unless Parent shall request an earlier date on two (2) Business Days’ prior written notice to the Company at least four (4) Business Days but, subject in advance such case, to the 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) (such date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 is occurs hereinafter referred to as the “Closing Date.” On ”). Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, or on such other date and time to which Merger Sub and the Company may agree in writing, Merger Sub or the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will shall take place at 10:00 a.m., Eastern time, at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxx 0 Xxxxxx Xxxxxx, 00xx XxxxxXxxxxx, Xxx Xxxx, XX Xxxxxxxxxxxxx 00000, at 10:00 a.m. (Eastern time) on the fourth later of (4thi) the second (2nd) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 VII (other than those conditions that by their nature are to be satisfied at the ClosingClosing and other than the condition set forth in Section 7.2(d), but subject to the fulfillment satisfaction or waiver of those all conditions including Section 7.2(d) at the Closing), provided however that if any condition is not satisfied or waived as of such second (2nd) Business Day, the Closing shall be rescheduled to the next Business Day upon which all of the conditions are so satisfied or waived; and (ii) the earlier of (a) a date specified by Parent on no fewer than two (2) Business Days’ notice to the Company and (b) the final day of the Marketing Period, or such other place and time or such other date as Parent and the Company may mutually determine in writing; provided, however, that in no event shall Parent be required to consummate the Acquirors may elect to defer the Closing to the last Business Day of the month in which the Closing would have otherwise occurred by providing written notice to the Company at least four Transactions on or before January 23, 2011 (4) Business Days in advance of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” ”). On the Closing Date, Parent, Merger Sub or and the Company shall cause a an appropriate certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase), or such later date and time as is agreed upon by the parties hereto 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 Real Estate Purchase and Merger (the “Closing”) will take place (a) at 10:00 8:00 a.m., Eastern time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth third (4th3rd) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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), via electronic exchange of signature pages unless another time, date or place is agreed to in writing by the parties hereto; provided, howeverthat, notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Acquirors may elect to defer Closing), the Closing to shall instead take place on the last earlier of (i) a Business Day of during the month in which the Closing would have otherwise occurred Marketing Period specified by providing Parent on no less than three (3) Business Days’ prior written notice to the Company at least four and (4ii) the third Business Days in advance Day after the final day of the Marketing Period (subject, in the case of each of clause (i) and (ii), to the satisfaction or waiver of the conditions set forth in 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)) or (b) at such other place, at such other time or on such other date as Parent and the Company may mutually agree in writing. The date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” On the Closing Date, Merger Sub or and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, at on a date to be specified by the offices of Xxxxxxxx Xxxx LLPparties (the “Closing Date”), 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on such date to be no later than the fourth (4th) third Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 (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, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that the Acquirors may elect Company shall not require Parent to defer close the Closing transactions contemplated hereby during the time that the lenders under the Commitment Letter are marketing the syndication process pursuant to the last terms thereof, which shall not exceed the earlier of (i) twenty Business Day Days from the bank meeting to complete such syndication process and (ii) twenty Business Days following the satisfaction or waiver of all of the month conditions set forth in which Section 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing would have otherwise occurred by providing written notice Closing, but subject to the Company fulfillment or waiver of those conditions at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurredClosing). The actual date on which the Closing is to occur pursuant to this Section 1.3 is referred to as the “Closing Date.” On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub or and the Company shall will cause a certificate articles of merger (the “Certificate Articles of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware Nevada in accordance with the relevant provisions of the DGCL NRS and shall will make all other filings or recordings required under the DGCL in connection with the MergerNRS. The Merger shall will become effective at the time the Certificate Articles of Merger shall will have been duly filed with the Secretary of State of the State of Delaware (which filing shall immediately follow the consummation of the Real Estate Purchase), Nevada or such later date and time as is agreed upon by the parties hereto and specified in the Certificate Articles 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 8:00 a.m., Eastern local time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth (4th) third Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that if the Acquirors may elect Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to defer be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the last Marketing Period specified by Parent on no less than three Business Day of the month in which the Closing would have otherwise occurred by providing written Days’ notice to the Company at least four and (4b) the third Business Days in advance Day following the end of the Marketing Period (subject, in each case, to the satisfaction or waiver of the conditions set forth in Article 6 for the Closing as of the date determined pursuant to this proviso). The date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” ”. On the Closing Date, Merger Sub or on such other date as Parent and the Company may agree to, the parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 9:00 a.m., Eastern local time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth (4th) third Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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, Xxxx Xxxxxxx Tower, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that if the Acquirors may elect Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to defer be satisfied by actions taken at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the last Marketing Period specified by Parent on no less than three (3) Business Day of the month in which the Closing would have otherwise occurred by providing written Days’ notice to the Company at least four and (4b) the first Business Days Day following the end of the Marketing Period (subject, in advance each case, to the satisfaction or waiver of the conditions set forth in Article 6 for the Closing as of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors determined pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurredproviso). The actual date on which the Closing is to occur pursuant to this Section 1.3 1.2 is referred to as the “Closing Date.” ”. On the Closing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause a certificate of merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of Merger (such date and time hereinafter referred to herein as the “Effective Time”).

Closing and Effective Time of the Merger. The closing of the Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 9:00 a.m., Eastern local time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth third (4th3rd) Business Day after the satisfaction or waiver by the party entitled to such waiver of all of the applicable conditions set forth in Article 7 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver by the party entitled to such waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx xx Xxxxxxxx 00000 (it being understood and agreed that the Closing may take place by conference call and/or electronic delivery (e.g., email/PDF) of signatures), unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that the Acquirors may elect to defer the Closing that, notwithstanding anything to the last contrary in this Agreement, Parent shall not be required to consummate the Transactions prior to the earlier of (i) a date during the Marketing Period specified by Parent on no less than two (2) Business Day of the month in which the Closing would have otherwise occurred by providing written Days’ notice to the Company at least four and (4ii) the third (3rd) Business Days in advance Day after the end of the Marketing Period. The date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” ”. On the Closing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause a certificate of merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 8:00 a.m., Eastern local time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth (4th) third Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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 Xx., Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto; provided, however, that if the Acquirors may elect Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to defer be satisfied by actions taken at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the last Marketing Period specified by Parent in its sole and absolute discretion on no less than three Business Day of the month in which the Closing would have otherwise occurred by providing written Days’ notice to the Company at least four and (4b) the third Business Days in advance Day following the end of the Marketing Period (subject, in each case, to the satisfaction or waiver of the conditions set forth in Article 6 for the Closing as of the date determined pursuant to this proviso). The date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” ”. On the Closing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause a certificate of merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of 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 Real Estate Purchase and Merger (the “Closing”) will take place at 10:00 8:00 a.m., Eastern local time, at the offices of Xxxxxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the fourth (4th) third Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 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), via electronic exchange of signature pages unless another time, date or place is agreed to in writing by the parties hereto; provided, howeverthat, notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or, to the extent permissible, waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Acquirors may elect Closing, but subject to defer the fulfillment or waiver of those conditions at the Closing), the Closing to shall instead take place on the last earlier of (i) a Business Day of during the month in which the Closing would have otherwise occurred Marketing Period specified by providing Parent on no less than three (3) Business Days’ prior written notice to the Company at least four and (4ii) the third Business Days in advance Day after the final day of the Marketing Period (subject, in the case of each of clause (i) and (ii), to the satisfaction or, to the extent permissible, waiver 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)). The date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 actually occurs is referred to as the “Closing Date.” ”. On the Closing Date, or on such other date as Parent and the Company may agree to, Merger Sub or the Company shall cause a certificate of merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the MergerDGCL. 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 (which filing shall immediately follow the consummation of the Real Estate Purchase)Delaware, or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).