Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of ▇▇▇▇▇▇ Godward Kronish LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at the time and on a date to be mutually agreed to by Parent and the Company, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger satisfying the Parties applicable requirements of the DGCL (the “Certificate of Merger”) shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate of Merger is filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by each of the parties hereto and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Sections 6, 7 and 8Article VI, the consummation closing of the Merger (the “Closing”) ), shall take place remotely at the offices of C▇▇▇▇▇▇ M▇▇▇▇▇▇ PLLC, 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, as promptly soon as practicable (but in no event not later than the second five (5) Business Day following Days) after the satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingparties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing (i) delivering to the Secretary of State of the State of Delaware a Certificate of Merger (the “DE Certificate of Merger”), in such form as required by, and filing executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective as of the date and at such time (the “Effective Time”) as the DE Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article VII, the consummation closing of the Merger (the “Closing”) shall take place remotely at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, as promptly soon as practicable (practicable, but in no event later than the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of each of such those conditions), or at such other time, place or on such other date and place as Parent and the Company may mutually agree in writingagree. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Parties Company shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware a certificate of merger with respect to Delaware, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the date and time of the filing of such the Certificate of Merger with the Office of the Secretary of State of the State of Delaware Delaware, or at such later time as may be is specified in such the Certificate of Merger with the consent of Parent and as is agreed to by the Company (the time as of which the Merger becomes effective and Parent, being hereinafter referred to as the “Effective Time”)) and shall make all other filings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as reasonably practicable (after the Offer Acceptance Time, but in no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at on such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, concurrently with the Closing or as soon as practicable thereafter on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time as promptly soon as practicable following the Acceptance Time (or at such other time and location as agreed upon by the Parties in writing), subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article 7 by the Parties entitled thereto, but in any event no event later than the second (2nd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Article 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and ) (the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as occurs, the “Closing Date.” At ”). Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger Company and, as soon as practicable on the Closing Date, delivered to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)for filing. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and the Acquisition Sub, all as provided in the DGCL.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than on the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver The closing of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger Integrated Mergers (the “Closing”) shall take place remotely as promptly as practicable at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on a date to be mutually agreed upon by Pi and Lambda (but in the “Closing Date”), which date shall be no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of after the conditions set forth in Sections 6, 7 and 8, Article VI shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date time as Pi and place as Parent and the Company may Lambda shall mutually agree in writingagree. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Immediately following the Closing, the Parties Lambda and Pi shall cause (a) a certificate of merger (the Merger “First Certificate of Merger”) to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware in accordance with the DGCL effecting the First Merger and (b) a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Second Certificate of Merger”)) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DCGL and the DLLCA effecting the Second Merger. The First Merger shall become effective at the time upon such filing and acceptance of the filing of such First Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as may be specified agreed by Pi and Lambda and as set forth in such the First Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”). The Second Merger shall become effective one minute after the Effective Time (the “Second Merger Effective Time”), as the parties shall specify in the Second Certificate of Merger.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.17.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Dentons US LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, no event later than the second three (3) Business Day Days following the satisfaction (or waiver of by the last party entitled to be satisfied or waived the benefit thereof) of the conditions to the Closing set forth in Sections 6, 7 and 8, Article 6 (other than those the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing filing, with the Secretary of State of the State of Delaware Delaware, a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of upon which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Volato and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Nevada the articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL NRS and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate Articles of Merger”). The Merger shall become effective at the time of the filing of such Certificate Articles of Merger with the Secretary of State of the State of Delaware Nevada or at such later time as may be specified in such Certificate of Merger with the consent of Parent Volato and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable by remote exchange of electronic copies of documents (but including by portable document format (.pdf) delivered by electronic mail), on a date to be designated jointly in writing by Parent and the Company, which shall be no event later than the second Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Legal Requirements, waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, a certificate of merger satisfying the Parties applicable requirements of the DGCL shall cause be duly executed by the Merger to Company and concurrently with the Closing shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be specified designated jointly in such Certificate of Merger with the consent of writing by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than on the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived all of the conditions set forth in Sections 6, 7 and 8, Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, 1440 New York Avenue NW, Washington, District of Columbia 20005, unless another time, date and or place as Parent and is agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to herein as the “Closing Date.” At ” (b) Upon the Closingterms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, the Parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate in such form as is required by the relevant provisions of merger the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at such time as the time of the filing of such Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be specified in such Certificate of Merger with the consent of Parent and the Company (may agree and specify in the Certificate of Merger. The time as of at which the Merger becomes effective being is referred to herein as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company attached hereto as Exhibit I (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent TPB and the Company SDI may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in a form reasonably acceptable to Parent TPB and the Company SDI (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent TPB and the Company SDI (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger and the other Contemplated Transactions (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Cooley Godward Kronish llp, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., California time, on a date to be mutually agreed upon by Parent and the Company, which shall be no event later than the second Business Day following fifth business day after the satisfaction or or, to the extent permitted by Legal Requirements, waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to be satisfied at the ClosingClosing and the condition set forth in Section 6.15, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. (The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At ”) Subject to the provisions of this Agreement, a certificate of merger in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, the Parties shall cause the Merger be delivered to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)for filing. The Merger shall become effective at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by each of the parties hereto and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless The closing of the transactions contemplated by this Agreement is earlier terminated pursuant (the “Closing”) and all actions specified in this Agreement to occur at the provisions Closing shall take place at the offices of Section 9.1▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and subject to ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the satisfaction or waiver second business day following the day on which the last of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) Article VII shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied have been fulfilled or waived of the conditions set forth in Sections 6, 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each fulfillment of such those conditions), ) or at such other time, date time and place as Parent and the Company may mutually shall agree in writing. The date on which the Closing actually takes place is referred to as (the “Closing Date.” At ”). On the ClosingClosing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by executing and filing a Certificate of Merger, in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to (or at such subsequent time as Parent and the Company (shall agree and as shall be specified in the “Certificate of Merger”). The Merger shall become effective at the , such time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to herein as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant (a) Subject to the provisions terms and conditions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the later of (but in no event later than i) the second date three (3) Business Day Days following the satisfaction or waiver of the last to be satisfied or waived date by which each of the conditions set forth in Sections 6, 7 and 8, Article V has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof at the Closing), and (ii) January 31, 2017, unless, in each case, another date, time or at such other time, date and place as Parent is mutually agreed to in writing by the Buyer and the Company may mutually agree in writingCompany. The date day on which the Closing actually takes place Closing, as it may have been adjourned, occurs is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause a certificate of merger substantially in the Merger form attached as Exhibit D hereto to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable by electronic delivery of documents and release of signatures (but in no event later than the second Business Day following the satisfaction or waiver by PDF (portable document format) and/or electronic mail), all of the last which will be deemed to be satisfied or waived of originals, at a time to be agreed by the Company and the Acquiror on the date which is two (2) Business Days after the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Domestication.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent PubCo and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent PubCo and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely via the electronic exchange of documents, as promptly as practicable (practicable, but in any event no event later than the second Business Day following after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article V to be so satisfied or waived (other than those conditions that by their nature terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver of each (if permitted hereunder) of such conditionsconditions at the Closing), or at such other timelocation, date and place time as agreed by Parent and the Company may mutually agree in writingCompany. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Under the Closingterms and subject to the conditions of this Agreement, on the Closing Date, the Company shall cause a duly executed certificate of merger substantially in the form attached hereto as Exhibit B or in such form as the Parties shall cause agree satisfies the Merger applicable requirements of the DGCL (the “Certificate of Merger”) to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of agreed by Parent and the Company and specified in the Certificate of Merger (the time as of at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second third (3rd) Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Texas the certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL TBOC and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate Articles of Merger”). The Merger shall become effective at the time of the filing of such Certificate Articles of Merger with the Secretary of State of the State of Delaware Texas or at such later time as may be specified in such Certificate Articles of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable by exchange of documents and signatures (but or their electronic counterparts) or, if agreed in no event later than writing by Parent and the Company, at the offices of Parent, 9▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place agreed to in writing by Parent and the Company, at 9:00 a.m. (Mountain Time) on the second Business Day following after the satisfaction or waiver of all conditions to the last to be satisfied or waived of the conditions Merger set forth in Sections 65.1, 7 5.2 and 85.3, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions)conditions at the Closing, unless another time or at such other time, date and place as is agreed to in writing by Parent and the Company may mutually agree in writingCompany. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, at the Closing, the Parties parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company Merger (the “Certificate Articles of Merger”)) to be duly executed and filed with the Nevada Secretary of State as provided in NRS 92A.200 and NRS 92A.230 and make all other filings or recordings required by the NRS in connection with effecting the Merger. The Merger shall become effective at on the date and time of when the filing of such Certificate Articles of Merger have been duly filed with and accepted by the Nevada Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of mutually agreed to by Parent and the Company and specified in the Articles of Merger (the time as of at which the Merger becomes effective being referred to in this Agreement as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable in San Diego, California, at 10:00 a.m., on a date and at a location to be agreed by La Jolla and Adamis (but in the “Closing Date”), which shall be no event later than the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Articles VI, 7 VII and 8, VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent La Jolla and the Company Adamis may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, subject to the Parties terms and conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent La Jolla and the Company (the “Certificate of Merger”)Adamis. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California 94025, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Meerkat and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent Meerkat and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Meerkat and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.17, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than reasonably practicable, on the second Business Day same date as the Offer Acceptance Time, following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 6 (other than those any such conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of each (to the extent permitted hereunder) of such conditions), unless another date, time or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, concurrently with the Closing or as soon as practicable thereafter on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) Upon the provisions of Section 9.1, terms and subject to the conditions set forth herein, including the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger Article VI (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), the transactions contemplated hereby will close (the “Closing”) and all deliveries to be made at the time of Closing will occur electronically at 9:00 a.m. Eastern Time on the third Business Day after the last of the conditions to Closing set forth in Article VI have been satisfied or waived or at such other time, time or on such other date and place as Parent and the Company Representative may mutually agree upon in writing. The date on which of the Closing actually takes place is referred to as the “Closing Date.” At The Closing will be deemed effective at 11:59 p.m. Eastern Time on the ClosingClosing Date for tax and accounting purposes. (b) As soon as practicable on the Closing Date, the Parties shall Company and Parent will cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged, and filing filed with the Secretary of State of the State of Delaware a certificate of merger as provided in accordance with respect to the Merger, satisfying the applicable requirements relevant provision of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Act. The Merger shall will become effective (i) at the time of the filing of such Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or (ii) at such later date or time as the Company and Parent may be specified agree and specify in such the Certificate of Merger with the consent of Parent and the Company (the time specified in (i) or (ii), as of which the Merger becomes effective applicable, being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “"Closing”") shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “"Closing Date.” " At or prior to the Closing, (i) as contemplated by Section 5.3(a)(i), the Nasdaq Reverse Split shall become effective pursuant to the terms of a proposed amendment to Parent's certificate of incorporation, which proposed amendment shall be effected pursuant to the Parent Pre-Effective Time Charter Amendment to be executed and filed with the Secretary of State of the State of Delaware immediately prior to the Effective Time by Parent, and (ii) the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “"Certificate of Merger”"). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, F▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Section 9.1 shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction ) or waiver of each of such conditions), or at such other time, date time and place as Parent Acquiror and the Company may mutually agree agree; provided, that the Closing shall not occur prior to the date that is one (1) Business Day following the end of the Marketing Period (as defined in writingthe Debt Commitment Letter). The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Parties Company shall cause the Certificate of Merger to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger with has been accepted for filing by the Secretary of State of the State of Delaware or at such later time as may be agreed by Acquiror and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at 10:00 a.m. (but Pacific time) at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another place is agreed to in no event later than writing by the Parties hereto on the second Business Day following after the satisfaction or waiver of the last (subject to be satisfied or waived applicable Law) of the conditions set forth in Sections 6Article VII (excluding conditions that, 7 and 8, other than those conditions that by their nature are to nature, cannot be satisfied at until the Closing, but subject to the continued satisfaction or or, to the extent provided by Law and this Agreement, waiver of each of such those conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the Parties hereto (the actual date at such other 10:00 a.m. (Pacific time, date and place as Parent and the Company may mutually agree in writing. The date on which ) of the Closing actually takes place is being referred to herein as the “Closing Date.” At ”). On the ClosingClosing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by executing and filing a Certificate of Merger, in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to (or at such subsequent time as Parent and the Company (shall agree and as shall be specified in the “Certificate of Merger”). The Merger shall become effective at the , such time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to herein as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Naschitz, ▇▇▇▇▇▇▇, ▇▇▇▇ & Co., at 5 Tu▇▇▇ ▇▇., ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, no event later than the second third Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VI hereof (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or waiver of each of such conditionsClosing Date), or at such other time, place or at such other time or on such other date and place as Parent the Acquiror and the Company mutually may mutually agree in writingagree. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause the Merger a certificate of merger to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Four ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. Pacific Time on a date to be specified by the parties which shall be no event later than the second two (2) Business Day following the Days after satisfaction (or waiver of the last to be satisfied or waived as provided herein) of the conditions set forth in Sections 6, 7 and 8, Article IX (other than those conditions that by their nature are to will be satisfied at the Closing, Closing but subject to the satisfaction or waiver of each of such conditions), or at such other unless another time, date and and/or place as Parent and is agreed to in writing by the Company may mutually agree in writingparties. The date on upon which the Closing actually takes place occurs is herein referred to as the “Closing Date.” At ” (b) Subject to the provisions of this Agreement, at the Closing, the Parties Company, Parent and Merger Sub shall cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and shall make all other filings or recordings required under the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at such time as the time of the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in such the Certificate of Merger in accordance with the consent of Parent and the Company DGCL (the effective time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company substance attached hereto as Exhibit C and incorporated herein by reference (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions terms and conditions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or remotely as promptly as practicable by the exchange of documents and signatures (but in no event later than or their electronic counterparts), at 10:00 a.m. (Eastern time) on the second date which is three (3) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the date on which all conditions set forth in Sections 6Article ‎IX shall have been satisfied or, 7 and 8to the extent permissible, waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permissible, waiver of each of such conditions), ) or at such other time, date time and place as Parent Buyer and the Company may mutually agree in writingagree. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or, to the Parties extent permissible, waiver of all of the conditions set forth in Article ‎IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Company shall cause the Certificate of Merger to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Buyer and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier shall have been terminated pursuant to the provisions of in accordance with Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 89.01, the consummation closing of the Merger (the “Closing”) shall will take place remotely as promptly as practicable at 10:00 a.m., New York City time, on the fifth (but in no event later than the second 5th) Business Day following after the satisfaction or written waiver of the last to be satisfied or waived (where permissible) of the conditions set forth in Sections 6, 7 and 8, Article VIII (other than those conditions that by their nature terms are to be satisfied at the Closing, but Closing (subject to the their satisfaction or written waiver of each of such conditions(where permissible)), or at such other the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another time, date and or place as is agreed to in writing by Parent and the Company may mutually agree in writingCompany. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. On the ClosingClosing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of the filing of such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date and time as may be specified in such Certificate of Merger with the consent of is agreed upon by Parent and the Company (and specified in the Certificate of Merger in accordance with the DGCL, such date and time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to otherwise mutually agreed in writing between Crossbox and the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Company, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, 575 Lexington Avenue, New York, New York, at 9:00 a.m. (Eastern Time) as promptly as practicable (but and in no any event later than the second within two Business Day Days) following the satisfaction or waiver of day on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 Article V and 8, Article VI shall be satisfied or waived in accordance with this Agreement (other than those conditions that by their nature terms are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a certificate of merger conforming to the Parties requirements of the DGCL and substantially in the form of Exhibit B (the “Certificate of Merger”) shall cause be duly executed by the Company and (if required) Merger to Sub and shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other date and time as Crossbox and the Company may be specified mutually agree and include in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1Article VI, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in by electronic exchange of deliverables at 8:00 a.m. Eastern Time no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of third (3rd) business day on which the conditions set forth in Sections 6, 7 and 8, Article V are satisfied or waived (other than those any such conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of each (to the extent permitted hereunder) of such conditions), unless another date, time or at such other time, date and place as Parent and is agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of DLA Piper LLP (but in US), ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”), which shall be no event later than the second Business Day following first business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other timeplace, date and place time as Parent and the Company and Parent may mutually agree in writing. The date on which ; provided, however, that if, as of or immediately following the Acceptance Date, the expiration of any “subsequent offering period” pursuant to Section 1.1(c) or the purchase of the Top-Up Option Shares, a Short-Form Merger is available pursuant to Section 6.3(b) and Section 253 of the DGCL, the Closing actually takes place is referred shall, subject to the satisfaction or waiver of the conditions set forth in Section 7, occur no later than the first business day immediately following the Acceptance Date, the expiration of such “subsequent offering period” or the purchase of the Top-Up Option Shares, as applicable. Subject to the provisions of this Agreement, a certificate of merger or a certificate of ownership and merger, as applicable, satisfying the applicable requirements of the DGCL (the “Closing Date.” At Certificate of Merger”) shall be duly executed by the Company or Purchaser, as applicable, and, simultaneously with or as soon as practicable following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).the

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.17.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Dentons US LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, no event later than the second three (3) Business Day Days following the satisfaction (or waiver of by the last party entitled to be satisfied or waived the benefit thereof) of the conditions to the Closing set forth in Sections 6, 7 and 8, Article 6 (other than those the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than at the offices of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., Pacific time, on the second Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VII (other than those such conditions that as may, by their nature are to terms, only be satisfied by action taken at the ClosingClosing or on the Closing Date, but subject to the satisfaction or waiver of each of such those conditions), or at such other time, place or at such other time or on such other date and place as Parent and the Company parties mutually may mutually agree in writing. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause a certificate of merger substantially in the Merger form attached hereto as Exhibit A to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely electronically by exchange of the closing deliverables as promptly as practicable (reasonably practicable, but in no event later than the second date which is five (5) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Parties Closing Date, Acquiror and the Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by A▇▇▇▇▇▇▇ and the Company (the time as of which in writing and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable via electronic exchange of closing deliveries, immediately following the execution and delivery of this Agreement or on such other date designated by the mutual agreement of the Company and Acquiror (but in the “Closing Date”), which shall be no event later than the second (2nd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Article 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which soon as practicable following the Closing actually takes place is referred to as and on the Closing Date, the Company, Acquiror, and Merger Sub will cause a certificate of merger satisfying the requirements of the Delaware Code (the “Closing Date.” At the Closing, the Parties shall cause the Merger Certificate of Merger”) to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be mutually agreed in writing by the Company and Acquiror and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1Article IX, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely electronically at 8:00 a.m. Eastern time as promptly as practicable (but in any event no event later than the second first (1st) Business Day Day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the provisions of this Agreement, concurrently with the Closing or as soon as practicable following the Closing, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger ▇▇▇▇▇▇ with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in such the Certificate of Merger with the consent of Parent (such date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Article 6, Article 7 and Article 8, the consummation closing of the Merger (the “Closing”) shall take place remotely at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Two Houston Center, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Article 6, Article 7 and Article 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements of the DGCL DLLCA and in a form reasonably acceptable to Parent and shall make all other filings or recordings required under the Company (the “Certificate of Merger”)DLLCA. The Merger shall will become effective at such time as the time of the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the Transactions herein contemplated have been abandoned pursuant to the provisions Section 7.01 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article VI of this Agreement, the consummation of the Merger (the “Closing”) shall will take place remotely as promptly as practicable (but in at the offices of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in a form mutually acceptable to Parent and Company, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but and in no event later than the second Business Day following the satisfaction or waiver of after the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions)), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” ”. At the Closing, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit D attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the Warrington offices of Fox Rothschild LLP, with an address of 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 300, Warrington, PA 18976-3624, at 10:00 a.m. on a date to be agreed upon in writing by Beacon and Optos (but in the “Closing Date”), which shall be no event later than the second third (3rd) Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 Articles V and 8, VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect Subject to the Mergerprovisions of this Agreement, a Certificate of Merger satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company Act (the “Certificate of Merger”) shall be duly executed by Optos and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of the State of Delaware (the “Secretary of State”). The Merger shall become effective at upon the later of: (a) the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at (b) such later date and time as may be specified in such the Certificate of Merger with the consent Consent of Parent the Parties. The date and the Company (the time as of which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier shall have been terminated pursuant to the provisions of in accordance with Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 89.01, the consummation closing of the Merger (the “Closing”) shall will take place remotely as promptly as practicable at 10:00 a.m., New York time, on the third (but in no event later than the second 3rd) Business Day following after the satisfaction or written waiver of the last to be satisfied or waived (where permissible) of the conditions set forth in Sections 6, 7 and 8, Article VIII (other than those conditions that by their nature terms are to be satisfied at the Closing, but Closing (subject to the their satisfaction or written waiver of each of such conditions(where permissible))), or at such other the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date and or place as is agreed to in writing by Parent and the Company may mutually agree in writingCompany. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. On the ClosingClosing Date, or on such other date as Parent and the Parties Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of the filing of such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date and time as may be specified in such Certificate of Merger with the consent of is agreed upon by Parent and the Company (and specified in the Certificate of Merger in accordance with the DGCL, such date and time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable (but in at ▇▇▇▇▇▇ Godward Kronish LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at the time and on a date to be mutually agreed to by Parent and the Company, which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger satisfying the Parties applicable requirements of the DGCL (the “Certificate of Merger”) shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time of the filing of such Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by each of the parties hereto and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Nevada articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL NRS Chapter 92A and in a form reasonably acceptable to Parent and the Company (the “Certificate Articles of Merger”). The Merger shall become effective at the time of the filing of such Certificate Article of Merger with the Secretary of State of the State of Delaware Nevada or at such later time as may be specified in such Certificate Article of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Terrain and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Terrain and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ at 10:00 a.m. Pacific Time on a date to be designated by Parent and Target, which shall be no event later than the second Business Day following the (2nd) business day after the 1. satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature are to would be satisfied at the Closingclosing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, time and date and place as Parent and Target may designate. The failure to consummate the Company may mutually agree in writingMerger on the date and time and at the place specified herein will not relieve any party to this Agreement of any obligation under this Agreement. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger (the Parties “Certificate of Merger”) conforming to the requirements of the DGCL shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at as of the time of that the filing of such Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware or at such later other time as may Parent and Target shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in at the offices of Naschitz, ▇▇▇▇▇▇▇, ▇▇▇▇ & Co., at ▇ ▇▇▇▇▇ ▇▇., ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, no event later than the second third Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the last to be satisfied or waived obligations of the conditions parties set forth in Sections 6, 7 and 8, Article VI hereof (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or waiver of each of such conditionsClosing Date), or at such other time, place or at such other time or on such other date and place as Parent the Acquiror and the Company mutually may mutually agree in writingagree. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) As soon as practicable on the ClosingClosing Date, the Parties parties shall cause the Merger a certificate of merger to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California 94025, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a the form reasonably acceptable to Parent and the Company attached hereto as Exhibit E (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.19, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely electronically at 7:45 a.m. Eastern time as promptly as practicable (but in any event no event later than the second first Business Day Day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the provisions of this Agreement, concurrently with the Closing or as soon as practicable following the Closing, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger M▇▇▇▇▇ with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in such the Certificate of Merger with the consent of Parent (such date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) ), other than the filing of the Merger Certificate, shall take place remotely as promptly as practicable (but by conference call and by exchange of signature pages by email or other electronic transmission at a time and date to be specified in writing by the Company and SPAC, which shall be no event later than two (2) Business Days after the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article VII shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof), or at such other time, date time and place as Parent SPAC and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article VII of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, SPAC, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent mutually agreed by SPAC and the Company (the time as of which in writing, each acting reasonably, and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, (i) the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company substance attached hereto as Exhibit D and incorporated herein by reference (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Gem and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Gem and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of The closing for the Merger (the “Closing”) shall take place remotely as promptly soon as reasonably practicable (but and in no event later than the second three (3) Business Day following Days) after the satisfaction or waiver of the last to be satisfied or waived each of the conditions set forth in Sections 6, 7 and 8, SECTION 9 below (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of those conditions at such conditions), time) or at such other time, date and place time as Parent and the Company may mutually shall otherwise agree in writing. The date on which the Closing actually takes place is referred to as (the “Closing Date.” At ”). In connection with the Closing, the Parties parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger Delaware, as contemplated by the DGCL, and in the form as required by, and executed in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and make all other filings or recordings required by the DGCL in a form reasonably acceptable to Parent and connection with the Company (the “Certificate of Merger”). The Merger shall become be effective at upon the later of: (a) the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at Delaware, and (b) such later other date and time as may be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective such later date being referred to as the “Effective Time”). Except as determined otherwise by Parent or Merger Sub, the Closing shall take place at 7:00 a.m., Pacific Time, on the Closing Date at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as of which in writing and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writingagree. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or or, to the extent permitted hereunder, waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted hereunder, waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but occur by electronic exchange of documents at a time and date to be specified in writing by the parties to this Agreement, which shall be no event later than the second date which is three (3) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m. local time on a date to be designated by Parent (but in the “Closing Date”), which shall be no event later than the second Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, section 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). Subject to the provisions of this Agreement, a certificate of merger or at such other time, date certificate of ownership and place as Parent and merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to and, concurrently with or as the “Closing Date.” At soon as practicable following the Closing, the Parties shall cause the Merger delivered to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)for filing. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger or certificate of ownership and merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the parties hereto and specified in the certificate of merger or certificate of ownership and merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided under the DGCL.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇ Godward LLP, 3175 Hanover Street, Palo Alto, California, on a date to be designated by Parent, (of which Parent shall provide no less than two days’ prior written notice to the other parties hereto), which shall be as promptly soon as reasonably practicable (but in no event later than the second Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL UBCA and otherwise satisfactory in a form reasonably acceptable and substance to Parent and the Company (the “Certificate Articles of Merger”)) shall be duly executed by the Company and Merger Sub at or prior to the Closing and, concurrently with or as soon as practicable following the Closing, the Articles of Merger shall be filed with the Utah Division of Corporations and Commercial Code. The Merger shall become effective at the time of the filing of such Certificate the Articles of Merger with the Secretary Utah Division of State of the State of Delaware Corporations and Commercial Code or at such later time as may be specified in such Certificate the Articles of Merger with the mutual consent of Parent and the Company prior to the Closing (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger Contemplated Transactions (the “Closing”) shall take place remotely as promptly as practicable at the offices of ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ (but in or, if mutually agreed by Parent and the Company, by means of a virtual closing through electronic exchange of signatures) at 8:00 a.m. (New York time) on a date to be jointly designated by Parent and the Company, which shall be no event later than the second third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 6 and Section 7 and 8, (other than those conditions that by their nature which are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other timeplace, time or date and place as Parent and the Company may mutually agree in writingjointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the NYBCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, the Parties shall cause the Merger to be consummated by executing and filing filed with the Secretary Department of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company New York (the “Certificate Department of MergerState”). The Merger shall become effective at upon the time of the acceptance for filing of such Certificate certificate of Merger with merger by the Secretary Department of State of or, subject to the State of Delaware or NYBCL, at such later time as the Company, Parent and Merger Sub may be specified agree and specify in such Certificate certificate of Merger with the consent of Parent and the Company merger (the time as of at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Buyer and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” ” (b) At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and DLLCA and in a form reasonably acceptable to Parent Buyer and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Buyer and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, O▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof), or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the (i) Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as of which in writing and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Domestication.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, O▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by Acquiror and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1Article 7 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 6.1, 7 Section 6.2 and 8Section 6.3 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 6.1, 7 Section 6.2 and 8Section 6.3, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent KBL and the Company may mutually agree in writing, provided that if all the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, in a form reasonably acceptable to KBL and the Company, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent KBL and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions terms and conditions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on the date which is three (but in no event later than 3) Business Days after the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the date on which all conditions set forth in Sections 6, 7 and 8, Section 9.1 shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date time and place as Parent Buyer and the Company may mutually agree in writingagree. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Parties Company shall cause the Certificate of Merger to be consummated by executing executed, acknowledged and filing filed on the Closing Date with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Buyer and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing among the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely by the electronic exchange of documents and signatures as promptly soon as practicable (but in no any event later than the second Business Day following within two (2) business days) after the satisfaction or or, to the extent permitted, waiver of all conditions to the last to be satisfied or waived of the conditions Merger set forth in Sections 6, Section 7 and 8, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted, waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in such Certificate the certificate of Merger with the consent of Parent and the Company merger (the date and time as of at which the Merger becomes effective being referred to herein as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1ARTICLE VII, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than by electronic exchange of deliverables at 8:00 a.m. Eastern time on the second Business Day following third business day after the satisfaction or waiver of (to the last to be satisfied or waived extent such waiver is permitted by this Agreement) of the conditions set forth in Sections 6, 7 and 8, other than ARTICLE VI (except for those conditions to the Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other unless another time, date and or place as Parent and is mutually agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the provisions of this Agreement, at the Closing, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions terms and conditions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place be conducted remotely via the electronic exchange of documents and signatures as promptly soon as practicable (on or after the execution and delivery of this Agreement, but in any event no event later than the second date which is three (3) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date time and place as Parent Buyer and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX, and provided, that this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Parties Company shall cause the Certificate of Merger to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Buyer and the Company in writing and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to otherwise mutually agreed in writing between Crossbox and the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Company, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely at the offices of H▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, 575 Lexington Avenue, New York, New York, at 9:00 a.m. (Eastern Time) as promptly as practicable (but and in no any event later than the second within two Business Day Days) following the satisfaction or waiver of day on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 Article V and 8, Article VI shall be satisfied or waived in accordance with this Agreement (other than those conditions that by their nature terms are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, a certificate of merger conforming to the Parties requirements of the DGCL and substantially in the form of Exhibit B (the “Certificate of Merger”) shall cause be duly executed by the Company and (if required) Merger to Sub and shall be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other date and time as Crossbox and the Company may be specified mutually agree and include in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Article 6, Article 7 and Article 8, the consummation closing of the Merger (the “Closing”) shall take place remotely by electronic transfer of documentation as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Article 6, Article 7 and Article 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Cellect and the Company Quoin may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and shall make all other filings or recordings required under the Company (the “Certificate of Merger”)DGCL. The Merger shall will become effective at such time as the time of the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Cellect and the Company Quoin (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger A closing (the “Closing”) shall take be held at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, or such other place remotely as promptly the parties hereto may agree, as soon as practicable (but in no event later than the second Business Day business day following the satisfaction or waiver of the last to be satisfied or waived of the date upon which all conditions set forth in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such those conditions)) are satisfied or waived, or at such other timedate as CWT and Navigant may agree (such date, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”). As promptly as possible on the ClosingClosing Date, the Parties parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)) in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective at when the time of the filing of such Certificate of Merger has been filed with the Delaware Secretary of State of the State of Delaware or at such later time as may shall be agreed upon by CWT and Navigant and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1Article VII, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Sections 6Company, 7 Parent and 8Merger Sub, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than by electronic exchange of deliverables at 8:00 a.m. Eastern time on the second Business Day third business day following the satisfaction or waiver of (to the last to be satisfied or waived extent such waiver is permitted by this Agreement) of the conditions set forth in Sections 6, 7 and 8, other than Article VI (except for those conditions to the Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other unless another time, date and or place as Parent and is mutually agreed to in writing by the Company may mutually agree in writingParties. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the provisions of this Agreement, at the Closing, the Parties Company and Merger Sub shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such Certificate of Merger with the consent of Parent date and the Company (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will be deemed to take place remotely as promptly as practicable (but in at the offices of Ruskin Moscou Faltischek, P.C., 1425 RXR Plaza, 1▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time no event later than the second two (2) Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionscondition), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1Article VI, and subject to the closing of the Merger (the "Closing") shall take place at the offices of Dechert LLP, 1095 Avenue of the Americas, New York, New York, at 10:00 a.m. local time, on the Business Day after the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger Article VI (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those excluding conditions that by their nature are to terms cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such those conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is hereinafter referred to as the “"Closing Date.” " At the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger with respect to Delaware, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at such date and time as the time of the filing of such Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time (or subsequent date and time) as may be specified the Parent Group and the Special Committee (on behalf of the Company) shall agree and specify in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of at which the Merger becomes effective being is referred to in this Agreement as the “"Effective Time”)."

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place remotely as promptly as practicable at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, One Manhattan West, New York, New York 10001, at 10:00 a.m. (but in no event later than New York time) on the second date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), thereof) or at such other time, date time and place as Parent Acquiror and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent agreed by ▇▇▇▇▇▇▇▇ and the Company (the time as in writing and specified in each of which the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation (a) The closing of the Merger (the “Closing”) shall take place remotely at the offices of G▇▇▇▇▇▇ Procter LLP, Exchange Place, 5▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M., eastern standard time, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived after all of the conditions set forth in Sections 6, 7 and 8, ARTICLE VII (other than those conditions that by their nature terms are required to be satisfied or waived at the Closing) shall have been satisfied or, but subject if permissible, waived by the party entitled to the satisfaction or waiver benefit of each of such conditions)the same, or at such other time, place or at such other time or on such other date and place as Parent the Company and the Company may Acquiror mutually agree in writingagree. The date day on which the Closing actually takes place is referred to as the “Closing Date.” At ” (b) On the ClosingClosing Date, the Parties parties shall cause a certificate of merger in the Merger form attached as Exhibit B to be consummated by executing executed and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”), executed in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may the parties shall agree and as shall be specified in such the Certificate of Merger with the consent of Parent Merger. The date and the Company (the time as of which when the Merger becomes shall become effective being is herein referred to as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 9.1251 of the DGCL), and subject to the closing of the Merger (the “Closing”) will take place at the offices of Ropes & Gray LLP, Prudential Tower, 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon as practicable following consummation of the Offer, but in no event later than the first (1st) Business Day after the satisfaction or waiver of the conditions set forth in Sections 6Article VII (excluding conditions that, 7 and 8by their terms, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to cannot be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other time, place or on such other date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as (such date, the “Closing Date.” ”). At the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger with respect to Delaware, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the date and time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be is specified in such the Certificate of Merger with the consent of Parent and agreed to by P▇▇▇▇▇▇▇▇ and the Company (the time as of which the Merger becomes effective Company, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to Upon the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, The MetLife Building, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another place is agreed to in no event later than writing by the second Business Day following parties hereto, on the satisfaction or waiver date on which all of the last conditions to be the Closing set forth in Article 7 and Article 8 shall have been satisfied or waived of the conditions set forth in Sections 6, 7 and 8, (other than those conditions that that, by their nature are to nature, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of each of such conditions), conditions at the Closing) or at on such other timedate, date time and place as Parent and the Company and Parent may mutually agree in writing. The date on which the Closing actually takes place is referred to as writing (the “Closing Date.” At ”). Contemporaneously with or promptly as practicable after the Closing, the Parties Company and Merger Sub shall cause a properly executed certificate of merger (the Merger “Certificate of Merger”) conforming to the requirements of the DGCL to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Delaware. The Merger shall become effective at the time as of the filing of such date and time that the Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the The consummation of the Merger (the “Closing”) shall take place remotely at the law offices of Maslon LLP, legal counsel to Parent, or at such other time and place as promptly as practicable (but in mutually agreed upon by Parent, Restorers and the Owners, including by electronic transmission and release of executed closing documents, on a date to be designated jointly by Parent, Restorers and the Owners, which shall be no event later than the second Business Day following third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Article 7 and 8, Article 8 (other than those the conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionscondition), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties The applicable parties shall cause the Merger to be become consummated and effective on the Closing Date by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Delaware Secretary of State in such form as is agreed to by Parent and Restorers and as required by, and executed and acknowledged in accordance with, the DGCL. The term “Effective Time” shall be the date and time when the filing of the State Certificate of Delaware Merger becomes effective or at such later time on the Closing Date as may be designated jointly by Parent and Restorers and specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”)Merger.

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place remotely as promptly as practicable (but in at the offices of DLA Piper LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1, terms and subject to the satisfaction or waiver conditions of the conditions set forth in Sections 6, 7 and 8this Agreement, the consummation closing of the Merger (the “Closing”) shall take place remotely electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) as promptly as practicable (practicable, but in no event later than three (3) Business Days after the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, ARTICLE IX have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof at the Closing), or at such other time, date time and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingsatisfaction or waiver of all of the conditions set forth in ARTICLE IX of this Agreement, and provided this Agreement has not earlier been terminated in accordance with the terms herein, the Parties shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing on the Closing Date with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)DLLCA. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of agreed by Parent and the Company (the time as of which in writing and specified in the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Articles 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇▇ Procter LLP, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Articles 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Yumanity and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Washington articles of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL WBCA and in a form reasonably acceptable to Parent Yumanity and the Company (the “Certificate Articles of Merger”). The Merger shall become effective at the time of the filing of specified in such Certificate Articles of Merger with the Secretary of State of the State of Delaware Washington or at such later time as may be specified in such Certificate Articles of Merger with the consent of Parent Yumanity and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Zordich and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance to Parent and be agreed upon by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Zordich and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Tilray and the Company Privateer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and DLLCA and in a form reasonably acceptable to Parent Tilray and the Company Privateer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Tilray and the Company Privateer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of the last to be satisfied or waived of the conditions set forth in Sections Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” ”. At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company attached hereto as Exhibit F (the “Certificate of Merger”). The Merger shall become effective at the time of the such filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such the Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Section 7, 7 Section 8 and 8Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Aspen and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Aspen and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 67, 7 8 and 89, the consummation of the Merger (the “Closing”) shall take place remotely remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 67, 7 8 and 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent Vibrant and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance as agreed to Parent and by the Company Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent Vibrant and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will be deemed to take place remotely as promptly as practicable (but in at the offices H▇▇▇▇▇▇▇ M▇▇▇▇▇ S▇▇▇▇▇▇▇ and C▇▇▇ LLP, 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time no event later than the second two (2) Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionscondition), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless (a) The closing of the transactions contemplated by this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “"Closing”") and all actions specified in this Agreement to occur at the Closing shall take place remotely as promptly as practicable (but in at the offices of Meitar, Liquornik, Geva & Leshem, Brandwein, Law Offices, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Israel, at a time and on a date to be specified by the parties, which shall be no event later than the second Business Day following after the satisfaction or waiver of all the last conditions set forth in ‎Article VIII to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, (other than those respective conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “"Closing Date".” At (b) Subject to the Closingterms and conditions set forth in this Agreement, on the Parties Closing Date: (i) a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit G attached hereto shall cause be duly executed by the Merger to be consummated by executing Company and filing Sub and filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable (ii) the parties shall make such other filings with the Secretary of State of the State of Delaware as shall be necessary to Parent and effect the Company (the “Certificate of Merger”). The Merger shall become effective at the time of upon the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of Parent Buyer and the Company (may agree upon and as shall be set forth in the Certificate of Merger. The date and time as of which when the Merger becomes shall become effective being is referred to herein as the “"Effective Time”)".