Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place via at the electronic exchange offices of documents ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction or waiver, by the Partiesparty who is entitled to waive such condition and to the extent permitted by Law, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if of the conditions set forth in Section 7 shall not Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied orat the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permissible permitted by applicable Legal RequirementsLaw, waived as of such date, in which case on at the first business day on which all conditions set forth in Section 7 are satisfied or, Closing (or after the Closing with respect to the extent permissible by applicable Legal Requirements, waivedMerger Certificate). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and Purchaser shall file or cause to be filed requesting that the Companies Registrar issue a certificate of merger with evidencing the Secretary of State completion of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged Merger in accordance with, the relevant provisions with Section 323(5) of the DGCL, and Israeli Companies Law (the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the “Merger effectiveCertificate”). The Merger shall become effective upon the date and time issuance by the Companies Registrar, at or after the Closing, of the filing of that certificate of merger Merger Certificate in accordance with the Secretary of State Section 323(5) of the State of Delaware or such later date and Israeli Companies Law (the time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time at which the Merger becomes effective is effective, herein referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via the electronic by remote exchange of documents by or at the Partiesoffices of King & Spalding LLP, as soon as practicable ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (and in no event later than one business dayNew York time) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the date which is two (2) Business Days after the first business day date on which all conditions set forth in Section 7 Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver thereof), waivedor such other time and place as HCM and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions satisfaction 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, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause the Company and Purchaser shall file or cause Plan of Merger to be filed a certificate of merger executed and for the Merger Filing Documents to be duly submitted for filing with the Secretary Cayman Islands Registrar of State of Companies (the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged “Registrar”) in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveCayman Companies Act. The Merger shall become effective upon at the date and time when the Plan of Merger is registered by the filing of that certificate of merger with the Secretary of State of the State of Delaware Registrar, or at such later date and time as is may be permitted by the Cayman Companies Act and agreed upon by HCM and the Company in writing by the Parties and specified in the certificate Plan of merger Merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if Provided that the conditions set forth in Section 7 Article 5 have been satisfied (or waived by the appropriate party), the closing of the Partnership Merger (the "Closing") shall not be satisfied or, to take place at the extent permissible by applicable Legal Requirements, waived as place of such date, in which case on the first business day on which all conditions closing of the Merger set forth in Section 7 are satisfied or, to 1.2(a) of the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Merger Agreement, as soon as practicable on the Closing DateDate immediately prior to the closing of the Merger, or at such other place, at such other time or on such other date as the parties hereto may mutually agree. At the Closing, the Company and Purchaser parties hereto shall file or cause to be filed a certificate of merger (the "Certificate of Merger") to be executed and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDRULPA. The Partnership Merger shall become effective upon as of the date and time of such filing, or such other time within 24 hours after such filing as the filing parties hereto shall agree to be set forth in the Certificate of that certificate of merger with Merger (the Secretary of State "Effective Time"), which, in either case, shall be immediately prior to the effective time of the State Merger. If the closing date of Delaware or such later date the Merger has been extended as contemplated under Section 1.2(b) of the Merger Agreement, then for purposes of the conditions set forth in Section 5.3 hereof, all references in the lettered subsections thereof to the term "Closing Date" shall be deemed to mean the Satisfaction Date, and time as is agreed upon in writing the certificates and other documents to be delivered by the Parties parties pursuant to Section 5.3 hereof shall be delivered on and specified as of the Satisfaction Date. The parties hereto agree that none of the conditions set forth in Section 5.3 shall be required to be satisfied at any time after the certificate of merger (such date and time the Merger is effective, the “Effective Time”)Satisfaction Date.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this AgreementAgreement and pursuant to the DGCL, as soon as practicable (i) the closing of the Merger and (ii) the deposit of cash by Parent with the Paying Agent and the payment of cash by Parent to the Company, in each case, pursuant to Section 2.8 (collectively, the “Closing”) will take place on the third (3rd) Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) by electronic exchange of deliverables, unless another date, time or place is agreed to in writing by the parties hereto (such date, the “Closing Date”). At the Closing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between as is mutually agreeable to the Parties Company and as Parent and required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon DGCL (the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is agreed upon to by ▇▇▇▇▇▇ Sub and the Company in writing by the Parties and specified in the certificate Certificate of merger (such date and time the Merger is effectiveMerger, 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. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “Closing”) shall will take place via at 10:00 a.m., New York City time, on the electronic exchange fifth Business Day after the satisfaction or, to the extent permitted by Law, waiver of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived as waiver of such datethose conditions), at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, unless another time, date or place is agreed to in writing by the parties; provided, however, in which case on the first business day on which all conditions set forth in event that the Company delivers a Walk-Away Notice pursuant to Section 7 are satisfied 8.1(d)(iii) and Parent elects to deliver a Top-Up Notice, subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waivedwaiver of the conditions set forth in Article VII, the “Closing Date” shall be the third Business Day following delivery of such Top-Up Notice, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) . Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Date the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Mergera certificate of merger, executed in accordance with, and in such form reasonably agreed upon between the Parties and as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and DGCL (the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective“Certificate of Merger”). The Merger shall become effective upon the date and time filing of the filing Certificate of that certificate of merger with the Secretary of State of the State of Delaware Merger or at such later date and time as is agreed upon in writing to by the Parties parties hereto and specified in the certificate Certificate of merger Merger (such date and the time at which the Merger becomes effective is effective, herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at 10:00 a.m., local time, at the electronic exchange offices of documents by King & Spalding LLP, 1185 Avenue of the PartiesAmericas, New York, New York, as soon as practicable (and practicable, but in no event later than one the third business day) following day after the Offer Acceptance Time except if satisfaction or waiver of the conditions set forth in Section 7 shall Article VII (other than those conditions that by their terms are not to be satisfied oruntil the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such dateconditions at the Closing), in which case or the Closing may be consummated at such other place or on such other date as Parent and the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany may mutually agree. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged by the Company in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon DGCL (the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger (such date Merger and time as is agreed to by the Merger is effectiveparties hereto, being hereinafter referred to as the “Effective Time”), and the parties hereto shall make all other filings or recordings required under the DGCL or other applicable Law in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via the remotely by electronic exchange of documents by the Parties, as soon as practicable following (and but in no any event later than one business dayon the same day as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived as of such date, in which case case, on the first business day (1st) Business Day on which all applicable conditions set forth in Section Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The , (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the ​ “Closing Date”. (b) ). Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of Section 251(h) of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as recordings required by, and executed and acknowledged in accordance with, the relevant provisions of under the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via the remotely by electronic exchange of documents by the Parties, as soon as practicable following (and but in no any event later than one business dayon the same day as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived as of such date, in which case case, on the first business day (1st) Business Day on which all applicable conditions set forth in Section Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The , (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of Section 251(h) of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as recordings required by, and executed and acknowledged in accordance with, the relevant provisions of under the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the Parties, same date as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of by such date, in which case on no later than the first business day on which all the conditions set forth in Section 7 are 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions Section 251(h) of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via the electronic remotely by exchange of documents and signatures (or their electronic counterparts) or, if agreed in writing by DISH and EchoStar, at the Partiesoffices of DISH, as soon as practicable 9▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place agreed to in writing by DISH and EchoStar, at 9:00 a.m. (and in no event later than one business dayMountain Time) following on the Offer Acceptance Time except if second Business Day after the satisfaction or waiver of all conditions to the Merger set forth in Section 7 shall not Sections 5.1, 5.2 and 5.3, other than conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions at the Closing, unless another time or date is agreed to in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible writing by applicable Legal Requirements, waivedDISH and EchoStar. The date on which the Closing occurs actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, at the Closing, the parties shall cause articles of merger with respect to the Merger (the “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 on the date and time when the Articles of Merger have been duly filed with and accepted by the Nevada Secretary of State or at such later time as may be mutually agreed to by DISH and E▇▇▇▇▇▇▇ and specified in the Articles of Merger (the time at which the Merger becomes effective being referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the consummation of the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanyArticles VI, Parent VII and PurchaserVIII, the consummation of the Merger (the “Closing”) shall take place via remotely, on a date to be agreed by A▇▇▇▇▇ and DMK (the electronic exchange of documents by the Parties“Closing Date”), as soon as practicable (and in which shall be no event later than one business day) following the Offer Acceptance Time except if fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 shall not Articles VI, VII and VIII (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such dateconditions), or at such other time, date and place as A▇▇▇▇▇ and DMK may mutually agree in which case on writing. At the first business day on which all conditions set forth in Section 7 are satisfied orClosing, subject to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions terms and conditions of this Agreement, as soon as practicable on the Closing Date, Parties hereto shall (a) cause the Company and Purchaser shall file or cause Merger to be filed consummated by executing and filing with the Secretary of State of Delaware and the Secretary of State of New Jersey a certificate of merger merger, executed and acknowledged in accordance with and containing such information as is required by the Delaware General Corporation Law (the “DGCL”) and the NJBCA to effect the Merger (the “Certificate of Merger”) and (b) on or after the Closing Date duly make all other filings and recordings required by the NJBCA and the DGCL in order to effectuate the Merger. The Merger shall become effective at such time as the Certificate of M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware with respect and the Secretary of State of New Jersey or at such later time as is agreed to the Merger, in such form reasonably agreed upon between by the Parties hereto in writing and as required by, and executed and acknowledged specified in the Certificate of Merger in accordance with, with the relevant provisions of the DGCL, DGCL and the Parties shall take all such further actions NJBCA (the time as may be required by applicable Legal Requirements to make of which the Merger effective. The Merger shall become becomes effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time being referred to as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall will take place via at the electronic exchange offices of documents Gallery located at 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, NY 10013 at ___ p.m. (Eastern Standard Time) on a day agreed upon by the Parties, as soon as practicable Parties (and in no event later than one business dayto the extent legally permitted) following the Offer Acceptance Time except if provided that the conditions set forth in Section 7 shall not be herein have been satisfied or, to the extent permissible by applicable Legal Requirements, or waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as (the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon ). As promptly as practicable on the Closing Date, the Company and Purchaser appropriate parties hereto shall file or cause the Merger to be filed consummated by filing a properly executed certificate of merger satisfying the requirements of Applicable Law (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and a Plan of Merger (the “Plan of Merger”) with respect to the MergerRegistrar of Companies in the Cayman Islands, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged each case in accordance with, with the relevant provisions of the DGCLApplicable Law, and the Parties parties hereto shall take all such other and further actions action as may be required by applicable Legal Requirements Applicable Law to make the Merger effective. The Merger shall become effective upon at the date time when the Certificate of Merger and time Plan of the filing of that certificate of merger Merger have been duly filed with the Secretary of State of the State of Delaware and the Registrar of Companies in the Cayman Islands or such later date and time as is agreed upon in writing by the Parties parties and specified set forth in the certificate Certificate of merger Merger in accordance with Applicable Law (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between among the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place by means of a virtual closing via the electronic exchange of documents and signatures by the Parties, Parties as soon as practicable (and in no event later than one business daythree Business Days) following the Offer Acceptance Time except if satisfaction or, to the extent permitted by applicable Legal Requirements, waiver (by the Party or Parties entitled to the benefits thereof) of the last of the conditions set forth in Section 7 shall not 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal Requirements, waived as waiver of such conditions at the Closing); provided that if the Parties mutually agree in writing upon another date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedsuch date. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, subject to the satisfaction or waiver (to the extent permitted by Legal Requirement) of the conditions set forth in Section 6, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 9:00 a.m., Eastern Time, on the second (2nd) business day after the satisfaction or waiver (to the extent permitted by the Parties, as soon as practicable (and in no event later than one business dayLegal Requirement) following the Offer Acceptance Time except if of the conditions set forth in Section 7 shall not 6 (other than any such conditions that by their nature are to be satisfied or, to by actions taken at the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedClosing). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements Requirement to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the at 9:00 a.m. Eastern Time by means of a virtual closing through electronic exchange of documents and signatures (i) if the Offer Acceptance Time occurs (in which case the Merger will be governed by Section 251(h) of the PartiesDGCL), as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case case, on the first business day on which all applicable conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, or (ii) if an Offer Termination occurs, as soon as practicable (but in any event no more than three (3) business days) following the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of the last of the conditions set forth in Section 7 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions), unless, in each case, another date or time is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place remotely via the electronic exchange of documents by the Parties, at 8:00 a.m. local time as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Section 7 shall not Article 6 by the parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or, to or waived of the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 Article 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions), waived. The or at such other place or time or on such other date as Parent and the Company may mutually agree in writing (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause delivered to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to by the Merger, in such form reasonably agreed upon between the Parties Company and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveSub for filing. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, immunities, licenses, franchises and authority and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and the Merger Sub, all as provided in the DGCL and subject to the terms of this Agreement.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one (1) business day) following the date on which the Offer Acceptance Time occurs, except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesCravath, Swaine & M▇▇▇▇ LLP, Worldwide Plaza, 8▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as soon as practicable (and practicable, but in no event later than one business daythe second Business Day, after the satisfaction or waiver (to the extent permitted by Law) following the Offer Acceptance Time except if of the conditions set forth in Section 7 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the satisfaction or waiver (to the extent permissible permitted by applicable Legal Requirements, waived as Law) of such dateconditions at the Closing), in which case or at such other place or on such other date as Parent and the first business day on which Company may mutually agree; provided, however, that if all the conditions set forth in Section 7 are Article VII shall not have been satisfied or, or waived (to the extent permissible permitted by applicable Legal RequirementsLaw) on such second Business Day, waivedthen the Closing shall take place on the first Business Day on which all such conditions shall have been satisfied or waived (to the extent permitted by Law). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) Subject to . At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed a certificate consummated by filing articles of merger (the “Articles of Merger”) with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon FBCA (the date and time of the acceptance of the filing of that certificate the Articles of merger with Merger by the Secretary Florida Department of State State, Division of the State of Delaware Corporations, or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Articles of merger (such date Merger and time as is agreed to by the Merger is effectiveparties hereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the FBCA in connection with the Merger.

Closing; Effective Time. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Suite 300, Raleigh, North Carolina 27607, at 10:00 a.m., local time, on the Parties, as soon as practicable (and in no event later than one business day) second Business Day following the Offer Acceptance Time except if day on which the last of the conditions set forth in Section 7 Article VII shall not be have been fulfilled or waived (other than those conditions that by their nature are satisfied orat Closing, but subject to the extent permissible by applicable Legal Requirements, waived waiver of fulfillment of those conditions) or at such other time and place as of such date, in which case on Parent and the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as Company shall agree (the “Closing Date”. (b) Subject ). On the Closing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by filing a Certificate of Ownership and Merger in the case of a short-form merger or a Certificate of Merger in the case of a long-form merger, in substantially the respective forms attached hereto as Exhibits C and D (each being a “Certificate of Merger”), executed in accordance with the relevant provisions of this Agreementthe DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be Certificate of Merger is duly filed a certificate of merger with the Secretary of State of the State of Delaware with respect to (or at such subsequent time as Parent and the Merger, in such form reasonably agreed upon between the Parties Company shall agree and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger (Merger), such date and time the Merger is effective, being referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87.1, and unless otherwise mutually agreed in writing between among the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents and signatures by the Parties, Parties as soon as practicable (and in no event later than one three (3) business daydays) following the Offer Acceptance Time except if satisfaction or, to the extent permitted by applicable Legal Requirements, waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Section 7 shall 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing); provided, that if any of the conditions set forth in Section 6 are not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of on such datethird (3rd) business day, in which case then the Closing shall take place on the first (1st) business day thereafter on which all such conditions set forth in Section 7 are shall have been satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (ai) Unless Subject to the conditions set forth in this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation of the Merger and the other transactions contemplated by this Agreement (the “"Closing”") shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, 3500 SunTrust Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Partieslater to occur of (i) the first Business Day succeeding the date that approval of the Stockholders is obtained in compliance with Section 6.14 hereof, as soon as practicable or (and in no event later than one business dayii) the seventh (7th) day (or the following the Offer Acceptance Time except Business Day if the conditions set forth seventh day is not a Business Day) succeeding the distribution to Stockholders (by overnight courier) of the information referred to in Section 7 shall not be 6.12(b) hereof, or on such later date upon which all conditions to Closing have been satisfied or, (or waived to the extent permissible not satisfied) if any such conditions are not satisfied on such date specified (the "Closing Date"). By way of example, if the information referred to in Section 6.12(b) is sent by applicable Legal Requirementsovernight courier on December 14, waived 2001 for delivery on December 15, 2001, then the Closing shall take place on December 21, 2001 so long as of such date, in which case on the first business day on which all conditions set forth in Section 7 are to Closing have been satisfied or, (or waived to the extent permissible by applicable Legal Requirements, waived. The date not satisfied) if any such conditions are not satisfied on which the Closing occurs is referred to in this Agreement as the “Closing Date”such date. (bii) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger (the "Certificate of Merger") shall be duly prepared and executed in accordance with the Delaware General Corporation Law and delivered on the Closing Date to the Delaware Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectivefor filing. The Merger shall become effective upon the date and time of the filing of that certificate the Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware State, or such later other date and time as is agreed upon Parent and the Company shall agree and specify in writing by such Certificate of Merger (the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “"Effective Time”").

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser8.1, the consummation closing of the Merger Merger, the Direct Sales and the other transactions contemplated hereby (the “Closing”) shall take place via at 10:00 a.m., Eastern time, at the electronic exchange offices of documents Cravath, Swaine & ▇▇▇▇▇ LLP (“Cravath”), ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on a date and time to be designated jointly by the PartiesFox and Ainge, as soon as practicable which shall be (and in i) no event later than one the later of the second business dayday after (A) following the Offer Acceptance Time except if satisfaction or waiver of the conditions set forth in Section Sections 6 and 7 shall not (other than the conditions, which by their nature are to be satisfied orat the Closing, but subject to the satisfaction or waiver of each of such conditions), and (B) the earlier of (I) the date during the Marketing Period to be specified by Ainge and (II) the final day of the Marketing Period (subject, in the case of each of subclauses (I) and (II) of this clause (B), to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such date, in which case on the first business day on which all conditions set forth in Section Sections 6 and 7 (other than the conditions, which by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions) or (ii) at such other date, waivedtime or place as Ainge and Fox may mutually agree. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) . Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Newco and concurrently with or as soon as practicable on following the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDelaware. The Merger shall become effective upon at the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing may be designated jointly by the Parties Fox and Ainge and specified in the such certificate of merger (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following (and but in no any event later than one business daywithin three (3) following Business Days) after the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied satisfaction or, to the extent permissible by applicable Legal Requirementspermitted hereunder, waived as waiver of such date, in which case on the first business day on which all conditions to the Merger set forth in Section 7 Article 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements, waived. The permitted hereunder) of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as recordings required by, and executed and acknowledged in accordance with, the relevant provisions of under the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing and acceptance of that certificate such Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Partiesremotely as promptly as reasonably practicable, as soon as practicable (and in no any event later than within one business day) following day of the Offer Acceptance Time except if Time, following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 shall not 6 (other than any such conditions that by their nature are to be satisfied orby actions taken at the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements, waived as permitted hereunder) of such conditions), unless another date, time or place is agreed to in which case on writing by the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedParties. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, concurrently with the Closing or as soon as practicable thereafter on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been validly terminated pursuant to Section 8‎Article 7, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Partiesremotely as promptly as reasonably practicable, as soon as practicable (and in no any event later than one within two (2) business day) following days of the Offer Acceptance Time except if Time, following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, and subject to the satisfaction or waiver of the conditions set forth in Section 7 shall not ‎Article 6 (other than any such conditions that by their nature are to be satisfied orby actions taken at the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements, waived as permitted hereunder) of such conditions), unless another date, time or place is agreed to in which case on writing by the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedParties. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of with the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via electronically by the electronic mutual exchange of documents by the Parties, as soon as practicable electronic signatures (and in no event later than one business dayincluding portable document format (.PDF)) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first business day date on which all conditions set forth in Section 7 are Article IX shall have been satisfied or, to the extent permissible legally permissible, waived (other than those conditions that by applicable Legal Requirementstheir terms are to be satisfied at the Closing, waivedbut subject to the satisfaction or, to the extent legally permissible, waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions satisfaction or, to the extent legally permissible, waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the Parties and specified in the certificate of merger Merger Certificate (such date and time the Merger is effective, 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. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via place, unless this Agreement is earlier terminated pursuant to Article X, at the electronic exchange offices of documents M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, located at 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (local time) on the second business day after the satisfaction or (to the extent permitted by the Parties, as soon as practicable (applicable Law and in no event later than one business daythis Agreement) following the Offer Acceptance Time except if waiver of each of the conditions set forth in Article VIII, other than those conditions to be satisfied or waived at the Closing, or at such other time and place as the Parties may agree. Subject to the provisions of Article X, failure to consummate the Closing at the time and place determined pursuant to this Section 7 2.2 shall not be satisfied or, to result in the extent permissible by applicable Legal Requirements, waived as termination of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedthis Agreement and shall not relieve any Party hereto of any obligation under this Agreement. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date”. (b) Subject to . In connection with the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties shall file or cause the Merger to be filed consummated by duly filing a properly executed certificate of merger in substantially the form attached hereto as Exhibit 2.2 (the “Certificate of Merger”), together with any required officers’ certificates, with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of the DGCL. When used in this Agreement, and the Parties term “Effective Time” shall take all such further actions as may be required by applicable Legal Requirements to make mean the Merger effective. The Merger shall become effective upon later of: (i) the date and time at which the Certificate of the Merger have been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware or (ii) such later date and time as is agreed upon in writing by the Parties and specified provided in the certificate Certificate of merger (such date Merger. All actions to be taken at the Closing shall be deemed to occur simultaneously, and time the Merger is effective, Closing shall be deemed to have been completed at the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section ‎Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesD▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 ‎Section 7.01 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 ‎Section 7.01 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall has been terminated and the transactions herein contemplated have been terminated abandoned pursuant to Section 87.1, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the Company, Parent and PurchaserARTICLE 6, the consummation of the Merger (the “Closing”) shall will take place via at the electronic exchange offices of documents T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 8▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties, as soon as practicable (and in Parties which will be no event later than one business daythree (3) following the Offer Acceptance Time except if Business Days after satisfaction or waiver of the conditions set forth in Section 7 shall not ARTICLE 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each such conditions), waived or at such other time, date and place as of such date, Parent and Company may mutually agree in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on . On the Closing Date, the Company and Purchaser shall file or Parties will cause the Merger to be filed consummated by executing and filing a certificate Certificate of merger Merger in accordance with the relevant provisions of the DGCL (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 with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of of, the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall will become effective upon at the date and time of the filing of that certificate such Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger Parent and Company (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at the electronic offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ by exchange of electronic deliveries of documents and signatures at 10:00 a.m. local time, on a date to be specified by the PartiesCompany and Parent, as soon as practicable (subject to the satisfaction or, to the extent permitted by applicable Law and in no event later than one business day) following this Agreement, the Offer Acceptance Time except if waiver of the conditions set forth in Section 7 shall not Article 6 by the Parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw and this Agreement, waived as waiver of such dateconditions), unless another time, date or place is agreed to in which case on writing by the first business day on which all conditions set forth in Section 7 are satisfied or, to Parties (the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, as soon as practicable on prior to the Closing Date, Parent and the Company shall prepare, and Purchaser concurrently with the Closing, the Company shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to for filing, an appropriate certificate of merger satisfying the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions applicable requirements of the DGCL, and duly executed by the Parties shall take all such further actions as may be required by Company in accordance with the applicable Legal Requirements to make requirements of the Merger effectiveDGCL (the “Certificate of Merger”). The Merger shall become effective upon the date and at the time the Certificate of the filing of that certificate of merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is becomes effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8Article VIII, and unless otherwise mutually agreed to in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m. local time as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if Time, subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Section 7 shall not Article VII by the parties entitled thereto, but in any event no later than the first (1st) business day after the satisfaction or such waiver of the last to be satisfied or, to or waived of the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 Article VII (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived. The satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable on following the Closing Dateconsummation of the Closing, the Company and delivered by Parent or Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectivefor filing. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, 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 Purchaser, all as provided in the DGCL.

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via electronically by the electronic mutual exchange of documents by the Partieselectronic signatures (including portable document format (.PDF)) as promptly as practicable, as soon as practicable (and but in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on date that is three Business Days after the first business day date on which all conditions set forth in Section 7 Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waivedsatisfaction or waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be executed and duly submitted for filing on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger Date with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the Parties and specified in the certificate each of merger (such date and time the Merger is effective, Certificate (the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaseraccordance with ARTICLE X, the consummation closing of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in on a date no event later than one business daythree (3) following Business Days after the Offer Acceptance Time except if satisfaction or waiver of all the conditions set forth in Section 7 shall not ARTICLE IV that are required to be satisfied or, prior to the extent permissible by applicable Legal RequirementsClosing Date, waived or at such other place and time as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany and SPAC may mutually agree upon. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. . At the Closing, the Parties hereto shall (bas appropriate) Subject execute a plan of merger (the “Plan of Merger”) in form and substance acceptable to SPAC and the Company, along with all other documentation and declarations required under the Cayman Companies Act in connection with such Merger (together the “Merger Documents”) and the Parties hereto shall cause the Merger to be consummated by filing the Merger Documents with the Registrar in accordance with the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveCayman Companies Act. The Merger shall become effective upon at the date and time when the Plan of Merger is registered by the filing of that certificate of merger Registrar in accordance with the Secretary of State of the State of Delaware Cayman Companies Act (or such later other date and time as is agreed upon in writing by the Parties and may be specified in the certificate of merger (Merger Documents, provided that such date and time shall not be a date later than the Merger is effective, ninetieth date after the date of such registration) (the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesD▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.01 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.01 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesCravath, Swaine & ▇▇▇▇▇ LLP, Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as soon as practicable (and practicable, but in no event later than one business daythe second Business Day, after the satisfaction or waiver (to the extent permitted by Law) following the Offer Acceptance Time except if of the conditions set forth in Section 7 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the satisfaction or waiver (to the extent permissible permitted by applicable Legal Requirements, waived as Law) of such dateconditions at the Closing), in which case or at such other place or on such other date as Parent and the first business day on which Company may mutually agree; provided, however, that if all the conditions set forth in Section 7 are Article VII shall not have been satisfied or, or waived (to the extent permissible permitted by applicable Legal RequirementsLaw) on such second Business Day, waivedthen the Closing shall take place on the first Business Day on which all such conditions shall have been satisfied or waived (to the extent permitted by Law). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) Subject to . At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed a certificate consummated by filing articles of merger (the “Articles of Merger”) with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon FBCA (the date and time of the acceptance of the filing of that certificate the Articles of merger with Merger by the Secretary Florida Department of State State, Division of the State of Delaware Corporations, or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Articles of merger (such date Merger and time as is agreed to by the Merger is effectiveparties hereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the FBCA in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ or remotely by exchange of documents by the Partiesand signatures (or their electronic counterparts), as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.01 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.01 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first (1st) business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “"Closing”") shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as soon as reasonably practicable (and in no event later than one business day) following after the Offer Acceptance Time except if satisfaction or waiver of the conditions set forth in Section 7 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such dateconditions at the Closing); provided, in which case on however, that notwithstanding the first business day on which all satisfaction or waiver of the conditions set forth in Section 7 are satisfied orArticle VII, the parties shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days' notice to the extent permissible by applicable Legal RequirementsCompany and (b) the final day of the Marketing Period; and provided further, waivedhowever, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (or the Closing may be consummated at such other place or on such other date as Parent and the Company may mutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “"Closing Date”. (b) Subject to ". At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon DGCL (the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger (such date Merger and time as is agreed to by the Merger is effectiveparties hereto, 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.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section Article 8, and unless otherwise mutually agreed in writing between by the Company, Parent Company and PurchaserParent, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following (and but in no any event later than one business dayon the same day as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived as of such date, in which case case, on the first business day (1st) Business Day on which all applicable conditions set forth in Section Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The , (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as recordings required by, and executed and acknowledged in accordance with, the relevant provisions of under the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of the Company and Merger Sub, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m. (Pacific time), or at such other place, date and time as the Partiesparties hereto may agree in writing, as soon as practicable (and following the consummation of the Offer, but in any event no event later than one business daythe second (2nd) following Business Day after the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Article 7 shall not (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such date, in which case on conditions) (the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with satisfying the applicable requirements of the DGCL shall be duly executed by the Company and Purchaser, and the Company and Parent shall cause such certificate to be delivered to the Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and make all other filings or recordings required under the DGCL in connection with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective on the Closing Date upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time on the Merger is effectiveClosing Date, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement shall has been terminated and the transactions herein contemplated have been terminated abandoned pursuant to Section 87.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the Company, Parent and PurchaserArticle 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place via at the electronic exchange offices of documents ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties, as soon as practicable (and in Parties which will be no event later than one business day) following the Offer Acceptance Time except if three Business Days after satisfaction or waiver of the conditions set forth in Section 7 shall not Article 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each such conditions), waived as and, if at such time any dispute shall be pending pursuant to Section 1.12 regarding the determination of Net Cash, the third Business Day following the resolution of such date, in which case on the first business day on which all conditions set forth dispute as provided in Section 7 are satisfied or1.12), to the extent permissible by applicable Legal Requirementsor at such other time, waiveddate and place as Parent and Company may mutually agree in writing. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on . On the Closing Date, the Company and Purchaser shall file or Parties will cause the Merger to be filed consummated by executing and filing a certificate Certificate of merger 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 with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of the DGCLof, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDelaware Law. The Merger shall will become effective upon at the date and time of the filing of that certificate such Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger Parent and Company (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or remotely via the electronic exchange of documents signatures if requested by either the PartiesCompany or Parent, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, Professional Corporation, located at 6▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the Partiesparties, as soon as practicable (and in which shall be no event later than one the second business day) following day after the Offer Acceptance Time except if satisfaction or waiver of the conditions set forth in Section 7 Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not be have been satisfied oror waived on such second business day, to then the extent permissible by applicable Legal Requirements, waived as of such date, in which case Closing shall take place on the first business day on which all such conditions set forth in Section 7 are shall have been satisfied or, to the extent permissible by applicable Legal Requirements, or waived. The date on which the Closing occurs is referred to in this Agreement herein as the “"Closing Date”. (b) ” Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, parties hereto shall cause the Company and Purchaser shall file or cause Merger to be filed a certificate consummated by filing the Certificate of merger Merger in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of Delaware Law (the DGCL, and “Certificate of Merger”) (the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the such filing of that certificate of merger with the Secretary of State of the State of Delaware (or such later date and time as is may be agreed upon in writing by the Parties Company and Parent and specified in the certificate Certificate of merger (such date and time the Merger is effective, Merger) being the “Effective Time”)) as soon as practicable on or after the Closing Date.

Closing; Effective Time. (a) Unless this Agreement shall have been is terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserArticle VII hereof, the consummation closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall will take place via the electronic exchange of documents at 10:00 a.m. Pacific Time on a date to be specified by the Partiesparties hereto (the “Closing Date”), as soon as practicable (and in which shall be no event later than one business daythe second (2nd) following the Offer Acceptance Time except if Business Day after satisfaction or waiver of the conditions set forth in Section 7 shall not Article VI (other than those conditions that by their terms are to be satisfied orat the Closing), unless another time or date is agreed to in writing by the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties hereto. The date on which Closing shall take place at the Closing occurs is referred to in this Agreement offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on parties hereto shall mutually agree. On the Closing Date, the Company and Purchaser parties hereto shall file or cause the Merger to be filed a certificate consummated by filing articles of merger substantially in the form of Exhibit C (the “Articles of Merger”) with the Secretary of State of the State of Delaware with respect to Oregon (the Merger“Oregon Secretary”), in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of the DGCLOBCA (the time of such filing, and the Parties shall take all or such further actions later time as may be required by applicable Legal Requirements agreed to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate Articles of merger (such date and time the Merger is effectiveMerger, being referred to herein as the “Effective Time”). If the Oregon Secretary requires any changes to the Articles of Merger as a condition to filing or issuing a certificate to the effect that the Merger is effective, Parent, Merger Sub, the Company and the Major Stockholders shall execute any necessary document(s) incorporating such changes, provided that such changes are not inconsistent with and do not result in any material change to the terms of this Agreement.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 88.1, and unless otherwise mutually agreed in writing between subject to the Companysatisfaction or waiver of the conditions, Parent and Purchaserdelivery of this Agreement and all other Transaction Documents, by electronic or other remote exchange of all executed documents and other closing deliverables required by Section 2.5(b) and Section 2.5(c), the consummation of the Merger Transaction (the “Closing”) shall take place via the electronic exchange of documents by the Parties, remotely as soon promptly as practicable (and but in no event later than one business day) the second Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 shall not this Article II, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as Parent and the Company may mutually agree in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject ” At the Closing, the Sellers shall sell to Parent, and Parent shall purchase from the provisions Sellers for the Consideration, all of the Members Interests, free and clear of all Encumbrances. The transfers and deliveries described in this Article II shall be mutually interdependent and shall be regarded as occurring simultaneously, and, notwithstanding any other provision of this Agreement, as soon as practicable no such transfer or delivery shall become effective or shall be deemed to occur until all of the other transfers and deliveries provided for in this Article II shall have occurred or been waived on the Closing Date, the Company Date and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, all such transfers and deliveries are held in such form reasonably agreed upon between escrow until the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take mutually agree that all such further actions as may transfers and deliveries can be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and released from escrow at which time the Merger is effective, Transaction becomes effective (the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between Parent and the Company, Parent and Purchaser, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesCKR Law LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (Eastern Time) as soon promptly as practicable (and in no any event later than one business daywithin two Business Days) following the Offer Acceptance Time except if day on which the last to be satisfied or waived of the conditions set forth in Section 7 herein. and Article VI shall not be satisfied oror waived in accordance with this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such date, in which case on conditions at the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedClosing). The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, ” Contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, the Company and Purchaser shall file or cause to be filed a certificate of merger conforming to the requirements of the DGCL and substantially in the form of Exhibit B, attached and annexed hereto (the “Certificate of Merger”) shall be duly executed by the Company and (if required) Merger Sub and shall be filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDelaware. The Merger shall become effective upon the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon in writing by Parent and the Parties Company may mutually agree and specified include in the certificate Certificate of merger Merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at the electronic offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ by exchange of electronic deliveries of documents by the Partiesand signatures at 10:00 a.m. local time, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if (or at such other time and location as agreed upon by the Parties), subject to the satisfaction or, to the extent permitted by applicable Law and this Agreement, the waiver of the conditions set forth in Section Article 7 shall not by the Parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived as waiver of such dateconditions), unless another time, date or place is agreed to in which case on writing by the first business day on which all conditions set forth in Section 7 are satisfied or, to Parties (the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, as soon as practicable on prior to the Closing Date, Parent and the Company shall prepare, and Purchaser concurrently with the Closing, the Company shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to for filing, an appropriate certificate of merger satisfying the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions applicable requirements of the DGCL, and duly executed by the Parties shall take all such further actions as may be required by Company in accordance with the applicable Legal Requirements to make requirements of the Merger effectiveDGCL (the “Certificate of Merger”). The Merger shall become effective upon the date and at the time the Certificate of the filing of that certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is becomes effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by H▇▇▇▇ Lovells US LLP, 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the Parties, date that is as soon as practicable (reasonably practicable, and in no event later than one the third business day) day following the Offer Acceptance Time except if day on which the last to be satisfied or waived of each of the conditions set forth in Section 7 shall not 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement, waived or at such other place and/or on such other date as of such date, the Company and Parent may otherwise agree in which case on writing (the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”). (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate articles of merger with the Nevada Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLNRS, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate those articles of merger with the Nevada Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate articles of merger in accordance with the NRS (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanyArticle VI, Parent Article VII and PurchaserArticle VIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as soon promptly as practicable (and but in no event later than one business day) the second Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last of the conditions set forth in Section 7 shall not Article VI, Article VII and Article VIII to be satisfied oror waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as Parent and the Company may mutually agree in which case on writing, provided that if all the first business day on which all conditions set forth in Section 7 are Article VI, Article VII and Article VIII shall not have been satisfied oror waived on such date, to then the extent permissible by applicable Legal Requirements, 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 occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make cause the Merger effectiveto be consummated by filing the Plan of Merger (together with the documentation set forth on Part 1.3 of the Company Disclosure Schedule, the “Cayman Merger Documents”) with, and obtaining approval from, the Cayman Registrar of Companies in accordance with Cayman Law. The Merger shall become effective upon at the date and time of the filing registration of that certificate such Plan of merger with Merger by the Secretary Cayman Registrar of State of the State of Delaware Companies or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Plan of Merger as mutually agreed between Parent and the certificate Company (the time as of merger (such date and time which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger transactions contemplated hereby (the “Closing”) shall take be held at the offices of the Parent, or such other place via as the electronic exchange of documents by the Partiesparties may agree, as soon as practicable (and but in no any event later than one business daywithin two (2) Business Days) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on date upon which all conditions set forth in Section 7 are Article VII hereof have been satisfied oror waived, or at such other date as Parent and Company may agree, provided that the conditions set forth in Article VII have been satisfied or waived at or prior to the extent permissible by applicable Legal Requirements, waivedsuch date. The date on which the Closing occurs takes place is referred to in this Agreement herein as the “Closing Date”.” For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date. (b) Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, the Company and Purchaser Subco shall file or cause the Merger to be filed a certificate consummated by effectiveness thereof as set forth in articles of merger (the “Articles of Merger”) filed with the Secretary Utah Department of State Commerce, Division of Corporations & Commercial Code (the State of Delaware with respect to the Merger, “Division”) in such form reasonably agreed upon between as is required by the Parties and as required by, URBCA and executed and acknowledged filed in accordance with, with the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveURBCA. The Merger shall become effective upon the date and time of acceptance of such filings by the filing of that certificate of merger with the Secretary of State of the State of Delaware Division, or such later date and time as is shall be agreed upon in writing by the Parties Company and Subco or as specified in the certificate Articles of merger (such date and time the Merger Merger, is effective, referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been validly terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 9:00 a.m., New York City time, or remotely by exchange of documents by and signatures (or their electronic counterparts), promptly following (but in any event on the Parties, as soon as practicable (and in no event later than one business daysame date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the Closing shall take place no later than the first (1st) business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesG▇▇▇▇▇▇ Procter LLP, 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m. local time as soon as practicable (and in no event later than one business day) following the consummation (as defined in Section 251(h) of the DGCL) of the Offer Acceptance Time except if (the “Offer Closing”), subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Section Article 7 shall not by the parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or, to or waived of the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section Article 7 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived. The satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). The parties shall use reasonable efforts to align the timing of the Offer Closing with the Closing Date. The parties intend that the Closing will be effected, to the extent practicable, by conference call, the electronic delivery of documents, and, if requested by a party, the prior physical exchange of certain other documents and instruments to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause delivered to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectivefor filing. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, 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 Merger Sub, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaseraccordance with ARTICLE X, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as soon as practicable (and in ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on a date no event later than one business daythree (3) following Business Days after the Offer Acceptance Time except if satisfaction or waiver of all the conditions set forth in Section 7 shall not ARTICLE IX that are required to be satisfied or, prior to the extent permissible by applicable Legal RequirementsClosing Date, waived or at such other place and time as of such date, the Company and the Parent Parties may mutually agree upon. The parties may participate in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedClosing via electronic means. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions . The Merger shall be consummated immediately upon filing of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger between Merger Sub and the Company with the Secretary of State of the State of Delaware (the “Certificate of Merger) and filing of the articles of merger (which shall contain the plan of merger), in the form and substance acceptable to the Parent Parties and the Company, together with other documents required by the DGCL with respect to Merger Sub and the Merger, or the Companies Act and the Laws of the British Virgin Islands) with the Registrar in accordance with the provisions of the Companies Act and the Laws of the British Virgin Islands with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveCompany. The Merger shall become effective upon the date and time filing of the filing Certificate of that certificate of merger with the Secretary of State of the State of Delaware Merger or at such later date and time as is may be agreed upon by Parent Parties and the Company in writing by the Parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserArticle VII hereof, the consummation closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall will take place via the electronic exchange of documents at 10:00 a.m. Pacific Time on a date to be specified by the Partiesparties hereto (the “Closing Date”), as soon as practicable (and in which shall be no event later than one the second (2nd) business day) following the Offer Acceptance Time except if day after satisfaction or waiver of the conditions set forth in Section 7 shall not Article VI (other than those conditions that by their terms are to be satisfied orat the Closing), unless another time or date is agreed to by the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties hereto. The date on which Closing shall take place at the Closing occurs is referred to in this Agreement offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the “Closing Date”. (b) Subject to parties hereto shall mutually agree. At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger substantially in the form of Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to (the Merger“Delaware Secretary”), in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of the DGCLDGCL (the time of such filing, and the Parties shall take all or such further actions later time as may be required by applicable Legal Requirements agreed to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate Certificate of merger (such date and time the Merger is effectiveMerger, being referred to herein as the “Effective Time”). If the Delaware Secretary requires any changes to the Certificate of Merger as a condition to filing or issuing a certificate to the effect that the Merger is effective, Parent, Merger Sub and the Company shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change to the terms of this Agreement.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the offices of H▇▇▇▇ Lovells US LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or, if requested by either the Company or Parent, remotely by the electronic exchange of documents by the Partiesand signatures), as soon as practicable practicable, but in any event within two (and in no event later than one 2) business day) days, following the Offer Acceptance Time Time, except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such the date and time at which the Merger is effective, becomes effective being referred to herein as the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesSkadden, as soon as practicable Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 7:00 a.m. (and in no event later than one business daylocal time) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the date which is two (2) Business Days after the first business day date on which all conditions set forth in Section 7 Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waivedsatisfaction or waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the Parties and specified in the certificate of merger Merger Certificate (such date and time the Merger is effective, the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur (i) after the completion of the Domestication and the Company Preferred Conversion and (ii) before the consummation of the Company Add-On Acquisitions.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via on the electronic exchange third Business Day after the satisfaction or waiver of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if all of the conditions set forth in Section 7 shall not Article VII (other than those conditions that by their nature are to be satisfied orat the Closing, it being understood that the occurrence of the Closing shall remain subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such dateconditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, 1440 New York Avenue NW, Washington, District of Columbia 20005, unless another time, date or place is agreed to in writing by the Parties; provided that, in which case on no event shall the first business day on which all conditions set forth in Section 7 are satisfied orClosing take place prior to July 1, to the extent permissible by applicable Legal Requirements, waived2017. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date.”. (b) Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Parties shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as is required by, and executed and acknowledged in accordance with, by the relevant provisions of the DGCLDGCL and the DRULPA, and the Parties shall take make all such further actions as may be other deliveries, filings or recordings required by applicable Legal Requirements to make the Merger effectiveDGCL and the DRULPA in connection with the Merger. The Merger shall become effective upon at such time as the date and time Certificate of the filing of that certificate of merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date and or time as is agreed upon in writing by Parent and the Parties Company may agree and specified specify in the certificate Certificate of merger (such date and Merger. The time at which the Merger becomes effective is effective, referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Article 6, Article 7 and Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesPillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Two Houston Center, ▇▇▇ ▇▇▇▇▇▇, Suite 2000, Houston, TX 77010, as soon promptly as practicable (and but in no event later than one business day) the second Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Article 6, Article 7 shall not and Article 8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as Parent and Company may mutually agree in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties hereto shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions applicable requirements of the DGCL, DLLCA and shall make all other filings or recordings required under the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDLLCA. The Merger shall will become effective upon at such time as the date and time Certificate of the filing of that certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger Parent and Company (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, Upon the terms and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserconditions set forth herein, the consummation closing of the Merger (the “Merger Closing”) shall will take place via the electronic exchange of documents by the Parties, (a) as soon as practicable (and in no event later than one business day) following the consummation of the Offer, but in any event on the date of, and immediately following, the Offer Acceptance Time except if Closing, unless the conditions set forth in Section 7 Article VI shall not have been satisfied or waived by such date (other than those conditions that by their nature are to be satisfied at the Merger Closing, but subject to their satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw and this Agreement, waived as waiver of such datethose conditions), in which case on event the Merger Closing shall take place no later than first business day on which all (1st) Business Day after the satisfaction or waiver of the conditions set forth in Section 7 are satisfied orArticle VI, and shall be effected, to the extent permissible practicable, by applicable Legal Requirementsconference call, waivedthe electronic delivery of certain documents, and the prior physical exchange of certain documents and instruments to be held in trust by outside counsel to the recipient party pending authorization to release at the Merger Closing or (b) at such other time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date”. (b) ” Subject to the provisions of this Agreementterms and conditions set forth herein, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDelaware. The Merger shall become effective upon the date and time of the filing of that certificate the Certificate of merger Merger with the Office of the Secretary of State of the State of Delaware or such later other date and time as is may be mutually agreed upon in writing by Parent and the Parties Company and specified set forth in the certificate Certificate of merger Merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8Article 7, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, remotely as soon promptly as reasonably practicable after (and but in no event case later than one business daythe second (2nd) following Business Day following) the Offer Acceptance Time except if Time, following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 shall not Article 6 (other than any such conditions that by their nature are to be satisfied orby actions taken at the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements, waived as permitted hereunder) of such conditions), unless another date, time or place is agreed to in which case on writing by the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedParties. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of with the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following (and but in no any event later than one business dayon the same day as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived as of such date, in which case case, on the first business day (1st) Business Day after the date on which all applicable conditions set forth in Section Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as recordings required by, and executed and acknowledged in accordance with, the relevant provisions of under the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate such Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day Business Day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware New York with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLNYBCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware New York or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between among the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one three (3) business daydays) following the Offer Acceptance Time except if satisfaction or, to the extent permitted by applicable Legal Requirements, waiver (by the Party or parties entitled to the benefits thereof) of the conditions set forth in Section 7 shall 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing); provided, that if any of the conditions set forth in Section 6 are not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case then the Closing shall take place on the first third (3rd) business day on which all conditions set forth in Section 7 6 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern Time, on the Parties, same date as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions condition set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible or waived by applicable Legal Requirements, waived as of such date, in which case on no later than the first business Business Day following the day on which all conditions set forth in Section 7 are 7.1 is satisfied or, to the extent permissible by applicable Legal Requirements, or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall (i) file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLDGCL (the “Certificate of Merger”), and the Parties shall (ii) take all such further other necessary or appropriate actions as may be required by applicable Legal Requirements to make cause the Merger effectiveto be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be effected under Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanySection 6, Parent Section 7 and PurchaserSection 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely via the electronic exchange of documents by electronic signature pages on the Parties, as soon as practicable (and in no event later than one business day) second Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 shall not and Section 8 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as SSMP and the Company may mutually agree in which case on writing; provided that if all the first business day on which all conditions set forth in Section 6, Section 7 are and Section 8 shall not have been satisfied oror waived on such second Business Day, to then the extent permissible by applicable Legal RequirementsClosing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived but no later than either the End Date or the Extended End Date, waivedas applicable. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties shall file or cause the Merger to be filed a certificate of merger consummated by executing and filing with the Secretary of State of the State of Delaware California a certificate of merger with respect to the Merger, in such form reasonably agreed upon between as mutually agreeable to the Parties and as required by, and executed and acknowledged in accordance with, hereto (the relevant provisions “Certificate of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveMerger”). The Merger shall become effective upon at the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware California, or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger SSMP and the Company (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8ARTICLE VII, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place via the remotely by electronic exchange of documents deliverables at 8:00 a.m. Eastern Time on the third business day after the satisfaction or waiver (to the extent such waiver is permitted by this Agreement) of the Partiesconditions in ARTICLE VI (except for those conditions to the Closing that by their nature are to be satisfied at the Closing, as soon as practicable (and but subject to the satisfaction or waiver of such conditions at the Closing); provided that notwithstanding anything in this Agreement, in no event later than one business day) following shall the Offer Acceptance Time except if Closing occur prior to 60 days after the conditions set forth date of this Agreement without Parent’s prior written consent in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedits sole discretion. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of with the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the Parties, as soon as practicable (and in no event later than one second business day) day following the Offer Acceptance Time except if day on which the last of the conditions set forth in Section 7 Article VII shall not be have been fulfilled or waived (other than those conditions that by their nature are satisfied orat Closing, but subject to the extent permissible by applicable Legal Requirements, waived waiver of fulfillment of those conditions) or at such other time and place as of such date, in which case on Parent and the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as Company shall agree (the “Closing Date”. ). On the Closing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by filing (bi) Subject to an Articles of Merger, together with a plan of merger in accordance with the provisions of this Agreementthe IBCL, in substantially the same form as soon attached hereto as practicable on the Closing DateExhibit B (collectively, the Company and Purchaser shall file or cause to be filed a certificate “Articles of merger Merger”), executed in accordance with the relevant provisions of the IBCL, with the Secretary of State of the State of Delaware with respect to the Indiana, and (ii) a Certificate of Merger, in such substantially the form reasonably agreed upon between attached hereto as Exhibit C (the Parties and as required by, and “Certificate of Merger”) executed and acknowledged in accordance with, with the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later Delaware. The date and time at which the Merger shall become effective is 11:59 pm on the Closing Date as is agreed upon in writing by the Parties and specified in the certificate Articles of merger Merger to be filed with the Secretary of State of the State of Indiana (or at such date subsequent time as Parent and the Company shall agree and as shall be specified in the Articles of Merger), such time the Merger is effective, being referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the at 9:00 a.m. Eastern Time by means of a virtual closing through electronic exchange of documents and signatures (i) if the Offer Acceptance Time occurs (in which case the Merger will be governed by Section 251(h) of the PartiesDGCL), as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case case, on the first business day on which all applicable conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, or (ii) if an Offer Termination occurs, as soon as practicable (but in any event no more than two (2) business days) following the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of the last of the conditions set forth in Section 7 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions), unless, in each case, another date or time is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at the electronic offices of D▇▇▇▇ ▇▇▇▇▇▇ LLP, 3▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ by exchange of electronic deliveries of documents and signatures at 10:00 a.m. local time, on a date to be specified by the PartiesCompany and Parent, as soon as practicable (subject to the satisfaction or, to the extent permitted by applicable Law and in no event later than one business day) following this Agreement, the Offer Acceptance Time except if waiver of the conditions set forth in Section 7 shall not Article 6 by the Parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw and this Agreement, waived as waiver of such dateconditions), unless another time, date or place is agreed to in which case on writing by the first business day on which all conditions set forth in Section 7 are satisfied or, to Parties (the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). Subject to the provisions of this Agreement, as soon as practicable on prior to the Closing Date, Parent and the Company shall prepare, and Purchaser concurrently with the Closing, the Company shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to for filing, an appropriate certificate of merger satisfying the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions applicable requirements of the DGCL, and duly executed by the Parties shall take all such further actions as may be required by Company in accordance with the applicable Legal Requirements to make requirements of the Merger effectiveDGCL (the “Certificate of Merger”). The Merger shall become effective upon the date and at the time the Certificate of the filing of that certificate of merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is becomes effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesFried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Company and Parent (on its behalf and Purchaseron behalf of Merger Sub), the consummation of the Merger (the “Closing”) shall take place by means of a virtual closing via the electronic exchange of documents and signatures by the Parties, Parties as soon as practicable (and in no event later than one five (5) business daydays) following the Offer Acceptance Time except if satisfaction or, to the extent permitted by applicable Legal Requirements, waiver (by the Party or Parties entitled to the benefits thereof) of the conditions set forth in Section 7 shall not 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal Requirements, waived as waiver of such date, in which case on conditions at the first business day on which all conditions set forth in Section 7 are satisfied or, Closing by the Party or Parties entitled to the extent permissible by applicable Legal Requirements, waivedbenefits thereof). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, (i) the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware (the “Secretary of State”) with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLDGCL (the “Certificate of Merger”), and (ii) the Parties shall make all other filings, recordings or publications and take all any such further other actions as may be required by applicable Legal Requirements under the DGCL to make effectuate the Merger effectiveMerger. The Merger shall become effective upon the date and time of the filing of that certificate Certificate of merger Merger with the Secretary of State of or, to the State of Delaware or extent permitted by applicable Legal Requirements, at such later date and time as is agreed upon in writing by Parent (on its behalf and on behalf of Merger Sub) and the Parties Company prior to the filing of the Certificate of Merger and specified in the certificate Certificate of merger Merger (such date and time at which the Merger is becomes effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanySections 6, Parent 7 and Purchaser8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesFenwick & West LLP, 1191 Second Avenue, 10th Floor, Seattle, Washington, as soon promptly as practicable (and but in no event later than one business day) the third Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, 7 shall not and 8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions, in which case on and, if at such time any dispute shall be pending pursuant to Section 1.8 regarding the first business day on which all conditions set forth determination of Acquiror Net Debt or Company Net Cash, the third Business Day following the resolution of such dispute as provided in Section 7 are satisfied or1.8), to or at such other time, date and place as the extent permissible by applicable Legal Requirements, waivedAcquiror and the Company may mutually agree in writing. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties hereto shall file or cause the Merger to be filed a certificate of merger 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 such a form reasonably agreed upon between acceptable to the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, Acquiror and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveCompany. The Merger shall become effective upon at the date and time of the filing of that certificate such Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger the Company (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this AgreementAgreement (including Section 1.2(c)), as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesDLA Piper LLP (US), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, as soon as practicable following (i) the satisfaction of the requirements of Section 23B.11.030(9)(f) of the WBCA and in no event later than one business daythe applicable provisions of the DGCL, and (ii) following the Offer Acceptance Time Time, except if the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day Business Day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed (i) articles of merger with the Secretary of State of the State of Washington with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the WBCA (the “Washington Articles of Merger”) and (ii) a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLDGCL (the “Delaware Certificate of Merger” and, together with the Washington Articles of Merger, the “Certificates of Merger”), and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time later of the filing time in which: (i) the Delaware Certificate of that certificate of merger with ▇▇▇▇▇▇ is filed and accepted by the Secretary of State of the State of Delaware Delaware; and (ii) the Washington Articles of ▇▇▇▇▇▇ are filed and accepted by the Secretary of State of the State of Washington, or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificates of merger Merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless Subject to the provisions of this Agreement shall have been terminated and pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserDGCL, the consummation closing of the Merger (the “Closing”) shall will take place via 10:00 a.m. Eastern time at the electronic exchange offices of documents by Ropes & ▇▇▇▇ LLP, 1211 Avenue of the PartiesAmericas, as soon as practicable (and in New York, New York, no event later than one business daythe fourth (4th) following Business Day after the Offer Acceptance Time except if satisfaction or waiver of the conditions set forth in Section 7 shall ARTICLE VI (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such dateconditions at the Closing), or at such other time or place or on such other date as Parent and the Company may mutually agree in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to . At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon DGCL (the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger (such date Merger and time agreed to by Merger Sub and the Merger is effectiveCompany, 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. For purposes of this Agreement, the term “Business Day” shall mean any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized by Law to close in New York, New York.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via remotely as promptly as reasonably practicable, on the electronic exchange of documents by the Parties, same date as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if Time, following the conditions set forth in Section 7 shall not be satisfied orsatisfaction or waiver, to the extent permissible by applicable Legal Requirements, of the last to be satisfied or waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 6 (other than any such conditions that by their nature are to be satisfied orby actions taken at the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements) of such conditions), waivedunless another date, time or place is agreed to in writing by the Parties. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file file, or cause to be filed filed, a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of with the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties hereto and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by C▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern Time, on the Parties, same date as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions condition set forth in Section 7 shall 7.1shall not be satisfied or, to the extent permissible or waived by applicable Legal Requirements, waived as of such date, in which case on no later than the first business Business Day following the day on which all conditions set forth in Section 7 are 7.1 is satisfied or, to the extent permissible by applicable Legal Requirements, or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall (i) file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLDGCL (the "Certificate of Merger"), and the Parties shall (ii) take all such further other necessary or appropriate actions as may be required by applicable Legal Requirements to make cause the Merger effectiveto be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be effected under Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of that certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless Subject to the terms and conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via electronically through the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case via e-mail or facsimile on the first business day date which is three (3) Business Days after the date on which all conditions set forth in Section 7 Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waivedsatisfaction or waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) ” Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, Acquiror, Merger Sub and the Company shall cause the Company and Purchaser shall Merger Sub to execute and file or cause to be filed with the Registrar of Companies of the Cayman Islands a certificate plan of merger with the Secretary of State of the State of Delaware with respect to the Mergerand related documentation, in such form reasonably agreed upon between the Parties and as required byunder the Companies Act, and executed and acknowledged substantially in accordance with, the relevant provisions of the DGCL, and the Parties shall take all form attached hereto as Exhibit D (with such further actions changes as may be required agreed by applicable Legal Requirements to make the Merger effectiveCompany and Acquiror) (the “Plan of Merger”). The Merger shall become be effective upon the at such time and date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate Plan of merger Merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in Irvine, CA, at 10:00 A.M., Pacific time, on the Parties, as soon as practicable (and in no event later than one business day) second Business Day following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied satisfaction or, to the extent permissible permitted by applicable Legal Requirementslaw, waived as waiver of such date, in which case on the first business day on which all conditions to the obligations of the parties set forth in Section 7 are Article VIII (other than such conditions as may, by their terms, only be satisfied orat the Closing or on the Closing Date, subject to the extent permissible by applicable Legal Requirementssuch satisfaction or waiver), waivedor at such other place or at such other time or on such other date as Eclipsys and Premise may agree in writing. The date day on which the Closing occurs takes place is referred to in this Agreement as the “Closing Date”.” Subject to the provisions of Article IX, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 2.2 shall not in and of itself result in the termination of this Agreement and shall not relieve any party of any obligation under this Agreement. (b) Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, and immediately prior to the Company and Purchaser Closing, the parties shall file or cause to be filed a certificate of merger substantially in the form attached as Exhibit A (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. Delaware. (c) The Merger shall become effective upon the date and time filing of the filing Certificate of that certificate of merger Merger with the Secretary of State of the State of Delaware or at such later other time as Eclipsys and Premise shall agree and as shall be specified in the Certificate of Merger. The date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time that the Merger shall become effective is effective, herein referred to as the “Effective Time.”).

Closing; Effective Time. (a) Unless Subject to the terms and conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place remotely via the electronic exchange and release of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case signature pages on the first business day date which is three (3) Business Days after the date on which all conditions set forth in Section 7 Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waivedsatisfaction or waiver of such conditions) or such other date and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) ” Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Company and Purchaser shall file or cause the DE Certificate of Merger to be executed, acknowledged and filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of the DGCL, DLLCA on the Closing Date and the Parties shall take all such further actions as may TX Certificate of Merger to be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date executed, acknowledged and time of the filing of that certificate of merger filed with the Secretary of State of the State of Texas in accordance with the relevant provisions of the TBOC on the Closing Date. The Merger shall become effective at the time when the Certificates of Merger have been duly filed with each of the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas or at such later date and time as is may be agreed upon by ▇▇▇▇▇▇▇▇ and the Company in writing by the Parties and specified in the certificate Certificates of merger Merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Article 6, Article 7 and Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as soon promptly as practicable (and but in no event later than one business day) the second Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Article 6, Article 7 shall not and Article 8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as Signal and Miragen may mutually agree in writing; provided, however, that if Miragen is not prepared to close the Miragen Pre-Closing Financing at such time, Miragen has the right, in which case on its sole discretion to delay the first business day on which all conditions set forth in Section 7 are satisfied or, Closing for up to the extent permissible by applicable Legal Requirements, waivedfive Business Days. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties hereto shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions applicable requirements of the DGCL and shall make all other filings or recordings required under the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall will become effective upon at such time as the date and time Certificate of the filing of that certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger Signal and Miragen (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via the occur by electronic exchange of documents at a time and date to be specified in writing by the Partiesparties to this Agreement, as soon as practicable (and in which shall be no event later than one business daythe date which is three (3) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on Business Days after the first business day date on which all conditions set forth in Section 7 Article X shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver thereof at the Closing) or such other time, waiveddate and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article X of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the Parties and specified in the certificate of merger Merger Certificate (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanyARTICLE 6, Parent ARTICLE 7 and PurchaserARTICLE 8, the consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesBlank Rome LLP, as soon promptly as practicable (and but in no event later than one business day) the second Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section ARTICLE 6, ARTICLE 7 shall not and ARTICLE 8, other than those conditions that by their nature are to be satisfied orat’ the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as Forza and the Company may mutually agree in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties hereto shall file or cause the Merger to be filed a certificate of merger consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger (the “Certificate of Merger”), satisfying the applicable requirements of the DGCL and in such a form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, acceptable to Forza and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveCompany. The Merger shall become effective upon at the date and time specified in such Certificate of the filing of that certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger Forza and the Company (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaseraccordance with Article XI, the consummation closing of the Merger (the “Closing”) shall take be deemed to have taken place via at the electronic exchange office of documents by the Parties, as soon as practicable (and in Concord & Sage P.C. on a date no event later than one business dayfive (5) following Business Days after the Offer Acceptance Time except if satisfaction or waiver of all the conditions set forth in Section 7 shall not be satisfied orArticle IX, to or at such other place and time as the extent permissible by applicable Legal Requirements, waived as of such date, Company and the Purchaser Parties may mutually agree upon. The parties may participate in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedClosing via electronic means. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. . At the Closing, the Merger Sub and the Company shall execute a plan of merger in the form attached hereto as Annex 2 (bthe “Plan of Merger”) Subject and other documents as required by the Cayman Companies Act, and the parties hereto shall cause the Merger to be consummated by filing the provisions Plan of this Agreement, as soon as practicable Merger (and other documents required by the Cayman Companies Act) with the Registrar of Companies in the Cayman Islands on the same day as the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged Date in accordance with, with the relevant provisions of Cayman Companies Act (the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effective, filings being the “Effective Time”). At the Closing, the Purchaser shall file a copy of the Purchaser Shareholders’ Approval with the Registrar of Companies in the Cayman Islands on the same day as the Closing Date and (i) apply for a change of name from “Future Vision II Acquisition Corp.” to “VIWO Inc.”, (ii) file the amended and restated memorandum and articles of association of the Purchaser amended in accordance with Section 2.5(b) and (iii) make the necessary update to the register of directors and officers of the Purchaser reflecting the appointment and/ or removal of the directors and officers of the Purchaser in accordance with Section 2.4.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section ‎Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via at the electronic offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ or remotely by exchange of documents by the Partiesand signatures (or their electronic counterparts), as soon as practicable following (and but in no any event later than one business dayon the same date as) following the Offer Acceptance Time except if the conditions set forth in Section 7 ‎Section 7.01 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7 ‎Section 7.01 are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent Company and PurchaserParent, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the an electronic exchange of documents by required Closing deliverables on the Parties, as soon as practicable date that is the two (and in no event later than one business day2) following Business Days after the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 (Conditions Precedent to Obligations of Parent and Merger Sub) and Section 7 shall not (Conditions Precedent to Obligation of the Company) (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of such dateconditions) (the actual date of the Closing, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) ). Subject to the provisions of this Agreement, as soon as practicable on Parent and Company shall cause the Closing DateCertificate of Merger satisfying the applicable requirements of the Delaware Law (collectively, the Company and Purchaser shall file or cause “Merger Filing”) with respect to the Merger to be duly executed, acknowledged, delivered for filing with and filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant provisions of Delaware Law, concurrently with or as soon as practicable following the DGCLClosing (but no later than the Closing Date). The parties will make all other filings, and the Parties shall take all such further actions as may be recordings or publications required by applicable Legal Requirements to make Delaware Law in connection with the Merger effectiveMerger. The Merger shall become effective upon the date and time of the filing of that certificate of merger the Merger Filing with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be mutually agreed upon in writing by the Parties Company and Parent and specified in the certificate of merger Merger Filing (such date and time the Merger is effective, the “Effective Time”). From and after the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of Delaware Law.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place via the electronic exchange of documents by the Parties, as soon as practicable (and in no event later than one business day) following the Offer Acceptance Time except if unless the conditions set forth in Section 7 7.1 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 7.1 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived, unless another date or place is agreed to in writing by the Company, Parent and Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” The Closing shall take place remotely by the exchange of required deliveries of each of the Parties, and the Parties shall not be required to be in attendance at the same physical location on the Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or (i) cause articles of merger (the “Articles of Merger”) to be duly executed, filed a certificate of merger with the Secretary of State of and accepted for record by the State Department of Delaware with respect to Assessments and Taxation of Maryland (the Merger“SDAT”), in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCLMGCL and the MLLCA, and the Parties shall (ii) take all such further actions as may action, including the making of any other filings, recordings or publications required to be required made by the Company or Purchaser under the MGCL, the MLLCA and any other applicable Legal Requirements Law to make the Merger effective. The Merger shall become effective upon the date and time as such Articles of Merger are accepted for record by the filing of that certificate of merger with the Secretary of State of the State of Delaware SDAT or on such later date and time as is agreed upon in writing by the Parties and specified in the certificate Articles of merger M▇▇▇▇▇ (not to exceed thirty (30) days after the Articles of M▇▇▇▇▇ are accepted for record by the SDAT) (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section ‎9.1, and subject to the satisfaction or waiver of the conditions set forth in ‎Article 6, ‎Article 7 and ‎Article 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation closing of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the PartiesMeitar Law Offices, 16 Abba Hillel Rd., Ramat-Gan, Israel, as soon promptly as practicable (and but in no event later than one business day) the fifth Business Day following the Offer Acceptance Time except if satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section ‎Article 6, ‎Article 7 shall not and ‎Article 8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived as satisfaction or waiver of each of such dateconditions), or at such other time, date and place as Intec and Decoy may mutually agree in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date”. (b) Subject to . At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties hereto shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with respect the applicable requirements of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall will become effective upon at such time as the date and time Certificate of the filing of that certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger Intec and Decoy (such date and the time as of which the Merger is effective, becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place via at the electronic exchange offices of documents by the Parties▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following (and but in no any event later than one business dayon the same day as) following the Offer Acceptance Time Time, except if any of the applicable conditions set forth in Section Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived as of such date, in which case case, on the first business day (1st) Business Day after the date on which all applicable conditions set forth in Section Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”. (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, and shall make any and all other filings or recordings required under the Company and Purchaser shall file or cause to be filed a certificate of merger DGCL in connection with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate such Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties and specified in the certificate Certificate of merger Merger (such date and time the Merger is effectivetime, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place via at the electronic exchange offices of documents ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., local time, on a date to be designated by the PartiesCompany (the “Closing Date”), as soon as practicable (and in which shall be no event later than one business day) following the Offer Acceptance Time except if second Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another date, time or place is mutually agreed in writing by the Company and the Parents; provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Section 7 6 and Section 7, the Closing shall not be satisfied or, occur until the earliest of (a) a date during the Marketing Period specified by the Parents on no less than five Business Days’ prior notice to the extent permissible by applicable Legal RequirementsCompany, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) the final day of the Marketing Period and (c) the Business Day prior to the End Date. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable on following the Closing DateClosing, the Company parties hereto shall deliver to and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged certificate of merger in accordance with, the relevant provisions of with the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that such certificate of merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be mutually agreed upon in writing by the Parties Company and the Parents and specified in the certificate of merger (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via electronically by the electronic mutual exchange of documents by the Parties, as soon as practicable electronic signatures (and in no event later than one business dayincluding portable document format (.PDF)) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first business day date on which all conditions set forth in Section 7 are Article IX shall have been satisfied or, to the extent permissible legally permissible, waived (other than those conditions that by applicable Legal Requirementstheir terms are to be satisfied at the Closing, waivedbut subject to the satisfaction or, to the extent legally permissible, waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions satisfaction or, to the extent legally permissible, waiver of all of the conditions set forth in Article IX, and provided this AgreementAgreement has not theretofore been terminated pursuant to its terms, as soon as practicable on the Closing DateAcquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by ▇▇▇▇▇▇▇▇ and the Company in writing by the Parties and specified in the certificate of merger Merger Certificate (such date and time the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place via electronically by the electronic mutual exchange of documents by the Parties, as soon as practicable electronic signatures (and in no event later than one business dayincluding portable document format (.PDF)) following the Offer Acceptance Time except if the conditions set forth in Section 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first business day date on which all conditions set forth in Section 7 are Article IX shall have been satisfied or, to the extent permissible legally permissible, waived (other than those conditions that by applicable Legal Requirementstheir terms are to be satisfied at the Closing, waivedbut subject to the satisfaction or, to the extent legally permissible, waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the provisions satisfaction or, to the extent legally permissible, waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, with the relevant applicable provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effectiveDLLCA. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of that certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the Parties and specified in the certificate of merger Merger Certificate (such date and time the Merger is effective, the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur one (1) Business Day after the completion of the Domestication.