Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in no event later than the third business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their terms are not to be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties 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. The closing consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at 10:00 a.m., local time, at the offices of King & Spalding LLPXxxxxx Godward llp, 1185 Avenue of 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by Parent and the AmericasCompany (the "Closing Date"), New York, New York, as soon as practicable, but in which date shall be no event later than the third fifth business day after the satisfaction last to be satisfied or waiver waived of the conditions set forth in Article VII Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “"Certificate of Merger”") shall be duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (Delaware for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or such later other date and time as is specified may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger and as is agreed to by (the parties 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. The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8 hereof, the consummation of the Merger (the “Closing”) shall take place at the New York offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, at 10:00 a.m., local New York City time, at on a date to be designated by Parent (the offices of King & Spalding LLP“Closing Date”), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their terms nature are not to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to by the Closing may be consummated at such other place or on such other date as Parent and parties hereto. Subject to the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing 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 but not later than two (2) business days following the “Certificate of Merger”) Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the 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 specified in the Certificate certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as merger (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. The Subject to the provisions of ----------------------- Article 7, the closing of the Merger (the “"Closing”") shall take place at 10:00 a.m., local time, in New ------- York City at the offices of King Xxxxxxx, Xxxxxxx & Spalding Xxxxxxxx LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, practicable but in no event later than 10:00 a.m. New York City time on the third second business day after the satisfaction or waiver date on which each of the conditions set forth in Article VII (other than those conditions that 7 have been satisfied or waived by their terms are not to be satisfied until the Closing, but subject party or parties entitled to the satisfaction or waiver benefit of such conditions at the Closing)conditions, or the Closing may be consummated at such other place place, at such other time or on such other date as Parent Parent, Merger Sub and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date.” " At the Closing, ------------ Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of ---------------------- the State of Delaware, in such form as required by, and executed by the Company Delaware in accordance with, with the relevant provisions DGCL. The Merger shall become effective as of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delawaresuch filing, or such later date other time within one business day of such filing as Merger Sub and time as is specified the Company shall agree to be set forth in the Certificate of Merger and as is agreed to by (the parties 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. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Xxxxxxx Xxxx & Spalding Xxxxxxxxx LLP, 1185 Avenue of 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. on a date to be designated by the AmericasCompany (the “Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, or a certificate of merger satisfying the Closing may applicable requirements of the DGCL shall be consummated at such other place or on such other date as Parent and duly executed by the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to and, concurrently with or as the “Closing Date.” At soon as practicable following the Closing, the Company parties hereto shall cause the Merger deliver to be consummated by filing a certificate of merger (the “Certificate of Merger”) and file with the Secretary of State of the State of Delaware, in Delaware such form as required by, and executed by the Company certificate of merger in accordance with, with the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the 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 may be mutually agreed in writing by the Company and Parent and specified in the Certificate certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as merger (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. The closing consummation of the Merger (the “Closing”"CLOSING") shall take place at 10:00 a.m., local time, at the offices of King & Spalding LLPXxxxxx Godward llp, 1185 Avenue of 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by Parent (the Americas"CLOSING DATE"), New York, New York, as soon as practicable, but in which date shall be no event later than the third business day after the satisfaction last to be satisfied or waiver waived of the conditions set forth in Article VII Section 6 shall have been so satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate "CERTIFICATE OF MERGER") shall be duly executed on behalf of Merger”) the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (Delaware for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or such later other date and time as is specified may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger and as is agreed to by (the parties hereto, being hereinafter referred to as the “Effective Time”"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. The closing consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Weil, Gotshal & Spalding Xxxxxx LLP, 1185 Avenue of 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date (the Americas“Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third second business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than those conditions that by their terms are not to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of such conditions at the Closing), those conditions) or the Closing may be consummated at such other place or on such other place, time and date as Parent and shall be agreed in writing by the Company may mutually agreeparties. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the 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 may be specified in such certificate of merger with the Certificate consent of Parent (the time as of which the Merger and as is agreed to by the parties hereto, becomes effective 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. The A closing of the Merger (the “Closing”) shall take place be held at 10:00 a.m., local time, 9:00 a.m. at the offices of King Wachtell, Lipton, Xxxxx & Spalding LLPXxxx, 1185 Avenue 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. 00000, or such other place as the parties hereto may agree, on the first Business Day of the Americas, New York, New York, as soon as practicable, but month following the month in no event later than the third business day after the satisfaction or waiver of the which all conditions set forth in Article VII 7 (other than those conditions that by their terms nature are not to be satisfied until or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)those conditions) are satisfied or waived, or the Closing may be consummated at such other place or on such other date as Parent Buyer and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as agree (such date, the “Closing Date.” At ”). As promptly as possible on the ClosingClosing Date, the Company parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, by and executed by the Company in accordance with, the relevant provisions with Section 251 of the DGCL (the date and time of the filing of DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State of the State of Delaware, or at such later date and time as is shall be agreed upon by Buyer and the Company and specified in the Certificate of Merger and as is agreed to by the parties 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. The closing consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Paul, Hastings, Xxxxxxxx & Spalding Xxxxxx LLP, 1185 Avenue of 000 X. Xxxxxx Xx., 00xx Xxx., Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. on a date to be agreed upon in writing by TPT and Raptor (the Americas“Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 5 and 6 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by Raptor and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by Delaware (the Company in accordance with, “Secretary of State”). The Merger shall become effective upon the relevant provisions of the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of DelawareState, or (b) such later date and time as is may be specified in the Certificate of Merger with the Consent of the Parties. The date and as time the Merger becomes effective is agreed to by the parties hereto, being hereinafter referred to in this Agreement 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. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding DLA Piper US LLP, 1185 Avenue of 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. on a date to be designated by Parent (the Americas“Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 6 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing 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 or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by Delaware (the Company in accordance with, “Secretary of State”). The Merger shall become effective upon the relevant provisions of the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of DelawareState, or (b) such later date and time as is may be specified in the Certificate of Merger with the consent of Parent. The date and as time the Merger becomes effective is agreed to by the parties hereto, being hereinafter referred to in this Agreement 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. The closing consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at 10:00 a.m., local time, at the offices of King & Spalding Xxxxxx Godward LLP, 1185 Avenue of 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by Parent (the Americas"Closing Date"), New York, New York, as soon as practicable, but in which shall be no event later than the third second business day after the satisfaction last to be satisfied or waiver waived of the conditions set forth in Article VII Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “"Certificate of Merger”") shall be duly executed by the Company and concurrently with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (Delaware for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or such later other date and time as is specified Parent and the Company may mutually agree and include in the Certificate of Merger and as is agreed to by (the parties 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. The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx & Spalding Xxxxxxx LLP, 1185 Avenue of the Americas000 Xxxxx Xxxxx, New YorkMenlo Park, New YorkCalifornia 94025, as soon promptly as practicable, practicable (but in no event later than the third business day after second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII (Sections 6, 7 and 8, other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of each of such conditions at the Closingconditions), or the Closing may be consummated at such other time, date and place or on such other date as Parent Meerkat and the Company may mutually agreeagree in writing. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date.” At the Closing, the Company Parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware a certificate of merger with respect to the Merger, in such form as required by, and executed by satisfying the Company in accordance with, the relevant provisions applicable requirements of the DGCL and in a form reasonably acceptable to Meerkat and the Company (the date and “Certificate of Merger”). The Merger shall become effective at the time of the filing of the 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 specified in the such Certificate of Merger with the consent of Meerkat and the Company (the time as is agreed to by of which the parties hereto, Merger becomes effective 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. The Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., local time, at the offices of King Ropes & Spalding Xxxx LLP, 1185 Avenue of the AmericasPrudential Tower, New York000 Xxxxxxxx Xxxxxx, New YorkXxxxxx, Xxxxxxxxxxxxx, as soon as practicablepracticable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the third business day first (1st) Business Day, after the satisfaction or waiver of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their terms are terms, cannot to be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), 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 as the “Closing Date.” At the Closing, the Company Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the parties heretoCompany, 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. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding Cooley Godward Kronish LLP, 1185 Avenue of 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by the Americasparties (the “Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing (i) a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Merger Sub and concurrently with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Delaware for filing and (ii) articles of merger satisfying the “Certificate applicable requirements of Merger”) the MBCA shall be duly executed by Merger Sub and the Company and concurrently with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Minnesota for filing. The Merger shall become effective upon the later of the filing of such certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, Delaware and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate such articles of Merger merger with the Secretary of State of the State of DelawareMinnesota, or such other later date and time as is specified set forth in the Certificate both of Merger and as is agreed to by the parties hereto, being hereinafter referred to as them (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. The Subject to the provisions of Article VI, the closing of the Merger (the “"Closing”") shall take place at 10:00 a.m.in New York, local time, New York at the offices of King Xxxxxxx Xxxxxxx & Spalding LLP, 1185 Avenue of the Americas, New York, New YorkXxxxxxxx, as soon as practicable, practicable but in no event later than 10:00 a.m. New York City time on the third tenth business day after the satisfaction or waiver date on which each of the conditions set forth in Article VII (other than those conditions that VI has been satisfied or waived by their terms are not to be satisfied until the Closing, but subject party or parties entitled to the satisfaction or waiver benefit of such conditions at conditions, on a date fixed by Parent upon not less than two business days notice to the Closing), Company or the Closing may be consummated at such other place place, at such other time or on such other date as Parent Parent, Sub and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date.” " At the Closing, Parent, Sub and the Company shall cause the Merger to be consummated by filing a certificate of merger or, if applicable, a certificate of ownership and merger (the “"Certificate of Merger”") to be executed and immediately thereafter filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company Delaware in accordance with, with the relevant provisions DGCL. The Merger shall become effective as of the DGCL (the date and time of the such filing or as of the Certificate of Merger with the Secretary of State of the State of Delaware, such subsequent date or such later date and time as is specified Parent and the Company shall agree and as shall be set forth in the Certificate of Merger and as is agreed to by (the parties 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. The Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., local time, at the offices of King Ropes & Spalding Xxxx LLP, 1185 1211 Avenue of the Americas, New York, New York, as soon as practicablepracticable following consummation of the Offer, but in no event later than the third business day first (1st) Business Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their terms are terms, cannot to be satisfied until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), 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 as agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the parties heretoCompany, 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. The Unless this Agreement shall have been terminated pursuant to Section 8.1, subject to the provisions of Articles VI and VII, the closing of the Merger and the consummation of the other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., local Central time, at the offices of King Skadden, Arps, Slate, Xxxxxxx & Spalding Xxxx LLP, 1185 Avenue of the Americas000 X. Xxxxxx Drive, New YorkChicago, New YorkIllinois 60606, as soon as practicableon a date and time to be designated jointly by Everest and Athena, but in which shall be no event later than the third business day second Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article Articles VI and VII (other than those the conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of each of such conditions at the Closingconditions), or the Closing may be consummated at such other date, time or place or on such other date as Parent Athena and the Company Everest may mutually agree. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (merger, with respect to the “Certificate Merger, satisfying the applicable requirements of Merger”) the DGCL shall be duly executed by Newco and concurrently with the Closing shall be filed by Newco with the Secretary of State of the State of Delaware, in such form as required by, and executed by . The Merger shall become effective at the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later date and time as is may be designated jointly by Everest and Athena and specified in such certificate of merger (the Certificate time as of which the Merger and as is agreed to by the parties hereto, becomes effective 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. The Subject to the provisions of this Agreement and pursuant to the DGCL, the closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., local time, at by the offices remote exchange of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, documents as soon as practicablepracticable following the Acceptance Time, but in no event later than the third business day second (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VII VI (other than those excluding conditions that that, by their terms are terms, cannot to be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), 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 as agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the parties heretoCompany, 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. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon As promptly as practicable, but in no event later than the third business day (3rd) Business Day (unless another date is agreed to in writing by TDCC and Parent), after the satisfaction or written waiver (where permissible under applicable Law) of the conditions set forth in Article VII VIII (other than those conditions that by their terms are not to be satisfied until at the Closing, but subject to the satisfaction or written waiver (where permissible under applicable Law) of such those conditions at the Closing), 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 as the “Closing Date.” At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later date and time as is may be agreed by each of the parties hereto and specified in the Certificate of Merger and as is agreed to by the parties hereto, Merger) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, and a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties hereto shall make all other filings agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL or other applicable Law case may be, of the conditions set forth in connection with the MergerArticle VIII.

Closing; Effective Time. The closing consummation of the Merger Transactions Contemplated by this Agreement (the “Closing”) shall take place remotely via electronic exchange or closing deliveries, at 10:00 9:00 a.m., local New York City time, at on a date to be mutually designated by the offices of King & Spalding LLPCompany and Parent (the “Closing Date”), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be (i) no event later than the third business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) and (ii) no earlier than May 28, 2020. Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to and filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company Delaware in accordance with, with the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later date and time as is may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger and as is agreed to by the parties 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. The Subject to the provisions of Article 6, the closing of the Merger (the “"Closing”") shall take place at 10:00 a.m., local time, in New York City at the offices of King Paul, Xxiss, Rifkind, Wharxxx & Spalding LLPXarrxxxx, 1185 Avenue of the Americas, New York, New York, as xx soon as practicable, practicable but in no event later than 10:00 a.m. New York City time on the third first business day after the satisfaction or waiver date 4 3 on which each of the conditions set forth in Article VII (other than those conditions that 6 have been satisfied or waived by their terms are not the party or parties entitled to be satisfied until the Closingbenefit of such conditions, but or, subject to receipt of consent of HSA and HPI pursuant to the satisfaction or waiver of such conditions at the Closing)Contribution Agreement, or the Closing may be consummated at such other place place, at such other time or on such other date as Parent USFS and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date.” " At the Closing, USFS and the Company shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company Delaware in accordance with, the relevant provisions of with the DGCL (and the date parties hereto shall take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time of the filing of as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later date and other time as is specified in the Certificate of Merger and as is agreed to by (the parties 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. The A closing of the Merger (the “"Closing”") shall take place at 10:00 a.m., local time, be held at the offices of King Wachtell, Lipton, Rosen & Spalding LLPKatz, 1185 Avenue of the Americas51 West 52nd Street, New York, New YorkN.Y. 10019, as soon as practicableor such othex xxxce xx xhe xxxxxxx xxxxxx xxx xxxxx, xx xxxx xx xxxcticable but in no event later than the third second business day after following the satisfaction or waiver of the date upon which all conditions set forth in Article VII VI (other than those conditions that by their terms nature are not to be satisfied until or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)those conditions) are satisfied or waived, or the Closing may be consummated at such other place or on such other date as Parent MMC and Kroll may agree (such date, the Company may mutually agree"Closing Date"). The date As promptly as possible on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware (the "Delaware Secretary of State") a certificate of merger (the "Certificate of Merger") in such form as is required by, by and executed by the Company in accordance with, the relevant provisions with Section 251 of the DGCL (the date and time of the filing of DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State of the State of Delaware, or at such later date and time as is shall be agreed upon by MMC and Kroll and specified in the Certificate of Merger and as is agreed to by (the parties 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. The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8 hereof, the consummation of the Merger (the “Closing”) shall take place at the Philadelphia, Pennsylvania offices of Blank Rome LLP, at 10:00 a.m., local time, at on a date to be designated by Parent (the offices of King & Spalding LLP“Closing Date”), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third business day fifth (5th) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their terms nature are not to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the Closing may be consummated at such other place or on such other date as Parent and parties hereto. Subject to the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the 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 specified in the Certificate certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as merger (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. The closing Unless this Agreement shall have been terminated pursuant to Section 7, and unless otherwise mutually agreed in writing between the Company and Buyer, the consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding Cxxxxx LLP, 1185 Avenue of 1000 0xx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000, at 10:00 a.m. local time on a date specified by the AmericasCompany and Buyer (the “Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third second (2nd) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 6 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, or as soon as practicable on 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 as the “Closing Date.” At the Closing, the Company and Buyer shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed by the Company and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such 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 hereto and specified in the Certificate certificate of Merger merger (such date and as is agreed to by the parties heretotime, 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. The Upon the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding Xxxxxxxxx Xxxxxxx, LLP, 1185 Avenue of The MetLife Building, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another place is agreed to in writing by the Americasparties hereto, New York, New York, as soon as practicable, but in no event later than on the third business day after second (2nd) Business Day following the satisfaction or waiver date on which all of the conditions to the Closing set forth in Article VII 7 and Article 8 shall have been satisfied or waived (other than those conditions that that, by their terms are nature, cannot to be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or the Closing may be consummated at such other place ) or on such other date date, time and place as Parent and the Company and Parent may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as agree in writing (the “Closing Date.” At ”). Contemporaneously with or promptly as practicable after the Closing, the Company and Merger Sub shall cause the Merger to be consummated by filing a properly executed certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware, in such form . The Merger shall become effective as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of that the Certificate of Merger with is filed and accepted by the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as Delaware (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. The closing consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Exxxxxxxx & Spalding Kxxxxx LLP, 1185 Avenue of 10 X. 00xx Xx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. on a date to be agreed upon in writing by SyntheMed and Pathfinder (the Americas“Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 5 and 6 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the MLLCA and MBCA (the “Certificate of Merger”) shall be duly executed by Pathfinder and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State the Commonwealth of Massachusetts (the State “Secretary of Delaware, in such form as required by, and executed by Commonwealth”). The Merger shall become effective upon the Company in accordance with, the relevant provisions of the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Commonwealth or (b) such later date and time as is may be specified in the Certificate of Merger with the Consent of the Parties. The date and as time the Merger becomes effective is agreed to by the parties hereto, being hereinafter referred to in this Agreement 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. The closing consummation of the Merger (the “Closing”"CLOSING") shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx Xxxxxx White & Spalding XxXxxxxxx LLP, 1185 Avenue of 000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx at 10:00 a.m. on a date to be mutually agreed upon by Parent and the AmericasCompany (the "CLOSING DATE"), New York, New York, as soon as practicable, but in which date shall be no event later than the third (3rd) business day after the satisfaction or waiver of the conditions set forth in Article VII Section 6 shall have been satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closingconditions), or the Closing may be consummated at such other place or on such other date time as Parent and the Company may shall mutually agree. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as EXHIBIT E (the “Certificate "DELAWARE CERTIFICATE OF MERGER") and the certificate of Merger”) merger in the form attached hereto as EXHIBIT F (the "GEORGIA CERTIFICATE OF MERGER"), together with such other documents as may be required by the relevant provision of the DGCL and the GBCC, shall be duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware, in such form as required by, Delaware and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of DelawareGeorgia, or such later respectively, for filing. The Merger shall become effective as of the date and time as is specified set forth in the Delaware Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as Georgia Certificate of Merger (the “Effective Time”"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. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”"CLOSING") shall take place at 10:00 a.m., local time, at the offices of King Heller Ehrman White & Spalding McAuliffe LLP, 1185 Avenue of the Americas275 Middlefield Road, New YorkMenlo Park, New YorkXxxxxoxxxx, as soon as practicableat 10:00 x.x. xx x date xx xx xxxxxxxxxx xx xxx xxxxxxx (xxx "XXXXXXG DATE"), but in which shall be no event later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) and which the Closing)parties shall exercise all reasonable efforts to have occur no later than 40 days after the Offer Acceptance Time, unless another date or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, a certificate of merger, or if 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 merger is hereinafter referred to as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing pursuant to Section 253 of the DGCL, a certificate of ownership and merger (either being the “"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 following the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the filing of the Certificate of Merger (or such later time as may be agreed in writing by the Company and Parent and specified in such Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL Delaware (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”"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. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in no event later than the third business day after Subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII 6 (other than those conditions that by their terms are cannot to be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions), the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on July 1, 2008. If on July 1, 2008 such conditions have not been so satisfied or waived, then the Closing shall take place as promptly as practicable thereafter (and in any event within two Business Days) after the satisfaction or, if permissible, waiver of the conditions set forth in Article 6 (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions). The Closing of the transactions contemplated by this Agreement shall take place at the offices of Axxxxxx Xxxxx LLP in Houston, Texas, at 8:00 a.m., Houston time, on the date of the Closing), or the Closing may be consummated at such other place or on such other date and time as Parent BE&K and the Company may mutually KBR shall agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At As part of the Closing, the Company Parties shall cause the Merger to be consummated by duly filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed by the Company in accordance with, with the relevant provisions of of, the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”), ) and as mutually agreed to by BE&K and KBR. The date of the parties hereto shall make all other filings or recordings required under Closing is herein called the DGCL or other applicable Law in connection with the Merger“Closing Date”.

Closing; Effective Time. The Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or by electronic exchange of fully-executed agreements, commencing at 10:00 a.m., local New York City time, at on the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in no event date which is not later than the third business day three (3) Business Days after the satisfaction or waiver of the date on which all conditions set forth in Article VII 7 shall have been satisfied or waived (other than those conditions that by their terms are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), conditions) or the Closing may be consummated at such other date, time and place or on such other date as Parent Acquiror 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.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article 7, the Acquiror Parties and the Company shall cause the Certificate of Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) executed, acknowledged and filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company Delaware in accordance with, with the relevant provisions of DLLCA on the DGCL (Closing Date. The Merger shall become effective at the date and time of the filing of when the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date and time as is may be agreed by Acquiror and the Company in writing and specified in the Certificate of Merger and as is agreed to by the parties 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. The Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., local time, at the offices remotely by exchange of King & Spalding LLP, 1185 Avenue of the Americas, New York, New Yorkdocuments and signatures (or their electronic counterparts), as soon as practicablepracticable following consummation of the Offer, but in no event later than the third business day first (1st) Business Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their terms are terms, cannot to be satisfied until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), 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 as agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the parties heretoCompany, being hereinafter referred to as the “Effective Time”), ) and the parties hereto shall make all other filings filings, recordings or recordings publications required under the DGCL or other applicable Law in connection with the Merger.

Closing; Effective Time. The closing consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx & Spalding Xxxxxx LLP, 1185 Avenue of 2700 International Tower, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. E.S.T., on February 12, 2004, or such other date to be agreed to by the Americasparties to this Agreement (the "Closing Date"), New York, New York, as soon as practicable, but in which shall be no event later than the third fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL with respect to the Merger (the “"Certificate of Merger”") shall be duly executed by i2 Telecom and simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by . The Merger shall become effective (the Company in accordance with, "Effective Time") upon the relevant provisions of the DGCL latest of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, ; or (b) such later date and time as is may be specified in the Certificate of Merger and as is agreed to by the parties 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 Mergerconsent of both DDN and i2 Telecom.

Closing; Effective Time. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”"CLOSING") shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx Xxxxxx White & Spalding XxXxxxxxx LLP, 1185 Avenue of 000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by the Americasparties (the "CLOSING DATE"), New York, New York, as soon as practicable, but in which shall be no event later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions) and which the Closing)parties shall exercise all reasonable efforts to have occur no later than 40 days after the Offer Acceptance Time, unless another date or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, a certificate of merger, or if 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 merger is hereinafter referred to as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing pursuant to Section 253 of the DGCL, a certificate of ownership and merger (either being the “"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 following the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the filing of the Certificate of Merger (or such later time as may be agreed in writing by the Company and Parent and specified in such Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL Delaware (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”"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. The Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx & Spalding Xxxxxxx LLP, 1185 Avenue 000 Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, at 10:00 a.m. (Eastern time) on the date that is the later to occur of (i) October 31, 2018 and (ii) the Americas, New York, New York, as soon as practicable, but in no event later than the third business day date that is two (2) Business Days after the satisfaction or waiver of the date on which all conditions set forth in Article VII Section 9.1 shall have been satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closingconditions), or the Closing may be consummated at such other time and place or on such other date as Parent Buyer 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.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) , duly executed in accordance with the relevant provisions of the DGCL, to be acknowledged and filed with the Secretary of State of the State of Delaware, Delaware as provided in such form as required by, and executed by the Company in accordance with, the relevant provisions Section 251 of the DGCL (DGCL. The Merger shall become effective at the date and time of the filing of when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date and time as is may be agreed by Buyer and the Company in writing and specified in the Certificate of Merger and as is agreed to by the parties 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. The Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx & Spalding Xxxxxxx LLP, 1185 Avenue of 000 Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, at 10:00 a.m. Eastern time (a) on the Americas, New York, New York, as soon as practicable, but in no event later than the third business day date which is three (3) Business Days after the satisfaction or waiver of the date on which all conditions set forth in Article VII Section 9.1 shall have been satisfied or waived (other than those conditions that by their terms are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), conditions) or the Closing may be consummated at (b) such other time and place or on such other date as Parent Buyer and the Company may mutually agreeagree in writing. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” At ”. Subject to the Closingsatisfaction or waiver of all of the conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Buyer, Merger Sub and the Company shall cause the Certificate of Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) executed, acknowledged and filed with the Secretary of State of the State of Delaware, Delaware as provided in such form as required by, and executed by the Company in accordance with, the relevant provisions Section 251 of the DGCL (DGCL. The Merger shall become effective at the date and time of the filing of when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date and time as is may be agreed by Buyer and the Company in writing and specified in the Certificate of Merger and as is agreed to by the parties 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. The Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.01, and subject to the satisfaction or waiver (where applicable) of the conditions set forth in Article VII, the closing of the Merger (the “Closing”) shall take place (a) at the offices of Xxxxxxxxx Traurig, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., local New York time, at on such date as the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in no event later than the third business day after Company and Parent shall mutually agree following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that that, by their terms nature, are not to be satisfied until at the Closing, but subject to the satisfaction fulfillment or waiver of such conditions at the Closingthose conditions), or if the Closing may be consummated parties do not so agree, on the third Business Day following satisfaction of such conditions or (b) at such other place place, date or on such other date time as Parent and may be mutually agreed in writing by the Company may mutually agreeparties. The date on which of the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” At the Closing, the Company parties hereto shall cause the Articles of Merger to be consummated filed with, delivered in the manner required by filing a certificate the MGCL to, and accepted for record by, the Maryland State Department of merger Assessments and Taxation (the “Certificate of MergerDepartment”) with and shall make all other filings and recordings required under the Secretary MGCL. The “Effective Time” shall be the later of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (a) the date and time of the filing acceptance for record of the Certificate Articles of Merger with the Secretary of State Department or (b) such later time as may be agreed by each of the State of Delaware, or such later date parties hereto and time as is specified in the Certificate Articles of Merger and as is agreed to by the parties 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. The closing (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 at 10:00 a.m., local time, at 9:00 a.m. Eastern Time by means of a virtual closing through electronic exchange of documents and signatures (i) if the offices of King & Spalding LLP, 1185 Avenue Offer Acceptance Time occurs (in which case the Merger will be governed by Section 251(h) of the Americas, New York, New YorkDGCL), as soon as practicable, practicable following (but in no any event later than on the third same date as) the Offer Acceptance 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, on the first business day after 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 or, to the extent permitted by applicable Legal Requirements, waiver of the last of the conditions set forth in Article VII Section 7 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closingconditions), unless, in each case, another date or the Closing may be consummated at such other place or on such other date as Parent and time is agreed to in writing by the Company may mutually agreeand Parent. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties 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. The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 10.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 7, 8 and 9, the consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding Xxxxxxx Procter LLP, 1185 Avenue of the Americas000 Xxxxxxxx Xxxxxx, New YorkXxxxxx, New YorkXxxxxxxxxxxxx 00000, as soon promptly as practicable, practicable (but in no event later than the third business day after second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII (Sections 7, 8 and 9, other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of each of such conditions at the Closingconditions), or the Closing may be consummated at such other time, date and place or on such other date as Parent Zordich and the Company may mutually agreeagree in writing. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date.” At the Closing, the Company Parties shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware a certificate of merger with respect to the Merger, in such form as required by, and executed by satisfying the Company in accordance with, the relevant provisions applicable requirements of the DGCL and in form and substance to be agreed upon by the Parties (the date and “Certificate of Merger”). The Merger shall become effective at the time of the filing of the 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 specified in the such Certificate of Merger with the consent of Zordich and the Company (the time as is agreed to by of which the parties hereto, Merger becomes effective 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. The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Gxxxxxxxx & Spalding LLPKxxxxxx, 1185 Avenue of P.A., 2000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. local time on a date to be designated by Parent (the Americas“Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third business day fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII 5 and Article 6 (other than those conditions that by their terms are nature cannot to be satisfied until prior to the Closing, but subject to the satisfaction or waiver of such those conditions at the Closing), ) or the Closing may be consummated at such other place or on such other time and date as may be mutually agreed by Parent and the Company may mutually agreeCompany. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger or articles of merger, as applicable, satisfying the applicable requirements of the DGCL and the ARS (the “Certificate of Merger”) shall be duly executed by Merger Sub and the Company and, as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, Delaware (the “Secretary of State”) and executed by the Company in accordance with, Arizona Corporation Commission (the relevant provisions of “ACC”). The Merger shall become effective upon the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of and the State of DelawareACC, or (b) such later date and time as is may be specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter Parties. The date and time the Merger becomes effective is referred to in this Agreement 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. The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Gaxxxxxxx & Spalding LLPKexxxxx, 1185 Avenue of P.A., 2500 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. local time on a date to be designated by Parent (the Americas“Closing Date”), New York, New York, as soon as practicable, but in which shall be no event later than the third business day fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII 5 and Article 6 (other than those conditions that by their terms are nature cannot to be satisfied until prior to the Closing, but subject to the satisfaction or waiver of such those conditions at the Closing), ) or the Closing may be consummated at such other place or on such other time and date as may be mutually agreed by Parent and the Company may mutually agreeCompany. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger or articles of merger, as applicable, satisfying the applicable requirements of the DGCL and the ARS (the “Certificate of Merger”) shall be duly executed by Merger Sub and the Company and, as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, Delaware (the “Secretary of State”) and executed by the Company in accordance with, Arizona Corporation Commission (the relevant provisions of “ACC”). The Merger shall become effective upon the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of and the State of DelawareACC, or (b) such later date and time as is may be specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter Parties. The date and time the Merger becomes effective is referred to in this Agreement 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. The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8 hereof, the consummation of the Merger (the “Closing”) shall take place at the Philadelphia, Pennsylvania offices of Blank Rome LLP, at 10:00 a.m., local time, at on a date to be designated by Parent (the offices of King & Spalding LLP“Closing Date”), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their terms nature are not to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the Closing may parties hereto. Subject to the provisions of this Agreement, articles of merger satisfying the applicable requirements of the FBCA shall be consummated at such other place or on such other date as Parent and duly executed by the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to and, concurrently with or as the “Closing Date.” At soon as practicable following the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (Florida. The Merger shall become effective upon the date and time of the filing of the Certificate such articles of Merger merger with the Secretary of State of the State of DelawareFlorida, or at such later date and time as is specified in the Certificate articles of Merger and as is agreed to by the parties hereto, being hereinafter referred to as merger (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. The Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.01, and subject to the satisfaction or waiver (where applicable) of the conditions set forth in Article VII, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, (a) at the offices of King Baker, Donelson, Bearman, Xxxxxxxx & Spalding LLPXxxxxxxxx, 1185 Avenue of the AmericasPC, New YorkMonarch Plaza, New York0000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, XX 00000, at 10:00 a.m. local time, on such date as soon as practicableREIT I, but in no event later than the third business day after SSTI and Purchaser shall mutually agree following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that that, by their terms nature, are not to be satisfied until at the Closing, but subject to the satisfaction fulfillment or waiver of such conditions at the Closingthose conditions), or if the Closing may be consummated parties do not so agree, on the third Business Day following satisfaction of such conditions or (b) at such other place place, date or on such other date time as Parent and may be mutually agreed in writing by the Company may mutually agreeparties. The date on which of the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” At the Closing, the Company parties hereto shall cause the Articles of Merger to be consummated filed with, delivered in the manner required by filing a certificate the MGCL to, and accepted for record by, the Maryland State Department of merger Assessments and Taxation (the “Certificate of MergerDepartment”) with and shall make all other filings and recordings required under the Secretary MGCL. The “Effective Time” shall be the later of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (a) the date and time of the filing acceptance for record of the Certificate Articles of Merger with the Secretary of State Department or (b) such later time as may be agreed by each of the State of Delaware, or such later date parties hereto and time as is specified in the Certificate Articles of Merger and as is agreed to by the parties 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. The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx, LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., local New York City time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in no event later than the third business day second Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their terms are terms, cannot to be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of such conditions at the Closingthose conditions), or the Closing may be consummated at such other place or on at such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” ”. At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by Parent and the parties heretoCompany, 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. The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8 hereof, the consummation of the Merger (the “"Closing”") shall take place at the Philadelphia, Pennsylvania offices of Blank Rome LLP, at 10:00 a.m., local time, at on a date to be designated by Parent (the offices of King & Spalding LLP"Closing Date"), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their terms nature are not to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the Closing may parties hereto. Subject to the provisions of this Agreement, articles of merger satisfying the applicable requirements of the FBCA shall be consummated at such other place or on such other date as Parent and duly executed by the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to and, concurrently with or as the “Closing Date.” At soon as practicable following the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (Florida. The Merger shall become effective upon the date and time of the filing of the Certificate such articles of Merger merger with the Secretary of State of the State of DelawareFlorida, or at such later date and time as is specified in the Certificate articles of Merger and as is agreed to by merger (the parties 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. The Unless the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8.1, the closing of the Merger Merger, the Direct Sales and the other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., local Eastern time, at the offices of King Cravath, Swaine & Spalding LLPXxxxx LLP (“Cravath”), 1185 Avenue of the Americas000 Xxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXX 00000, as soon as practicableon a date and time to be designated jointly by Fox and Ainge, but in which shall be (i) no event later than the third later of the second business day after (A) the satisfaction or waiver of the conditions set forth in Article VII Sections 6 and 7 (other than those conditions that the conditions, which by their terms nature are not to be satisfied until at 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 satisfaction or waiver of the conditions set forth in Sections 6 and 7 (other than the conditions, which by their nature are to be satisfied at the Closing), but subject to the satisfaction or the Closing may be consummated waiver of each of such conditions) or (ii) at such other date, time or place or on such other date as Parent Ainge and the Company Fox may mutually agree. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date.” At ”. Subject to the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by Newco and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by . The Merger shall become effective at the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later date and time as is may be designated jointly by Fox and Ainge and specified in such certificate of merger (the Certificate time as of which the Merger and as is agreed to by the parties hereto, becomes effective 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. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, as soon As promptly as practicable, but in no event later than the third business day (3rd) Business Day (unless another date is agreed to in writing by Citrix and Parent), after the satisfaction or written waiver (where permissible under applicable Law) of the conditions set forth in Article VII VIII (other than those conditions that by their terms are not to be satisfied until at the Closing, but subject to the satisfaction or written waiver (where permissible under applicable Law) of such those conditions at the Closing), 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 as the “Closing Date.” At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (or such later date and time as is may be agreed by each of the parties hereto and specified in the Certificate of Merger and as is agreed to by the parties hereto, Merger) being hereinafter referred to as the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, and a closing (the “Closing”) shall be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, or such other place as the parties hereto shall make all other filings agree, for the purpose of confirming the satisfaction or recordings required under waiver, as the DGCL or other applicable Law case may be, of the conditions set forth in connection with the MergerArticle VIII.

Closing; Effective Time. The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding Xxxxxxx Xxxxxxx Xxxxxx LLP, 1185 Avenue of 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. local time on a date to be designated by the Americas, New York, New York, as soon as practicableParties (the “Closing Date”), but in no event later than the third business day fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Articles 5 and 6 (other than those conditions that by their terms are nature cannot to be satisfied until prior to the Closing, but subject to the satisfaction or waiver of such those conditions at the Closing). Subject to the provisions of this Agreement, or as soon as reasonably practicable on the Closing may be consummated at such other place or on such other date as Parent and Date the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Company Parties shall cause the Merger to be consummated by filing file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by Delaware pursuant to the Company in accordance with, the relevant applicable provisions of the DGCL (the date and time of the filing of the “Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective TimeMerger”), executed in accordance with the relevant provisions of the DGCL, and the parties hereto shall make all other filings or recordings required under the DGCL or other applicable Law in connection with order to effect the Merger, in each case in forms approved by Parent and Company, which approvals shall not be unreasonably withheld. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed by the Parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8 hereof, the consummation of the Merger (the “"Closing”") shall take place at the New York offices of Blank Rome LLP, at 10:00 a.m., local New York City time, at on a date to be designated by Parent (the offices of King & Spalding LLP"Closing Date"), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their terms nature are not to be satisfied until at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the Closing may be consummated at such other place or on such other date as Parent and parties hereto. Subject to the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties 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.State

Closing; Effective Time. The A closing of the Merger (the “"Closing”") shall take place at 10:00 a.m., local time, be held at the offices of King Wachtell, Lipton, Rosen & Spalding LLPKatz, 1185 Avenue of the Americas51 West 52nd Street, New York, New YorkN.Y. 10019, as soon as practicableor such other xxxxe ax xxe xxxxxxx xxxxxx xxx xxxxx, xx xxxx xx xxxxticable but in no event later than the third second business day after following the satisfaction or waiver of the date upon which all conditions set forth in Article VII VI (other than those conditions that by their terms nature are not to be satisfied until or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)those conditions) are satisfied or waived, or the Closing may be consummated at such other place or on such other date as Parent MMC and Kroll may agree (such date, the Company may mutually agree"Closing Date"). The date As promptly as possible on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware (the "Delaware Secretary of State") a certificate of merger (the "Certificate of Merger") in such form as is required by, by and executed by the Company in accordance with, the relevant provisions with Section 251 of the DGCL (the date and time of the filing of DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State of the State of Delaware, or at such later date and time as is shall be agreed upon by MMC and Kroll and specified in the Certificate of Merger and as is agreed to by (the parties 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. The closing consummation of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Xxxxxx Xxxxxx White & Spalding XxXxxxxxx LLP, 1185 Avenue of 000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx at 10:00 a.m. on a date to be mutually agreed upon by Parent and the AmericasCompany (the “Closing Date”), New York, New York, as soon as practicable, but in which date shall be no event later than the third (3rd) business day after the satisfaction or waiver of the conditions set forth in Article VII Section 6 shall have been satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closingconditions), or the Closing may be consummated at such other place or on such other date time as Parent and the Company may shall mutually agree. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit E (the “Delaware Certificate of Merger”) and the certificate of merger in the form attached hereto as Exhibit F (the “Georgia Certificate of Merger”), together with such other documents as may be required by the relevant provision of the DGCL and the GBCC, shall be duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware, in such form as required by, Delaware and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of DelawareGeorgia, or such later respectively, for filing. The Merger shall become effective as of the date and time as is specified set forth in the Delaware Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as Georgia Certificate of Merger (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. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King Xxxxx & Spalding XxXxxxx LLP, 1185 Avenue 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 a.m. on a date to be designated by Parent, which shall Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Americas, New York, New YorkSecurities Exchange Act of 1934, as soon as practicable, but in amended. be no event later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (other than those conditions that by their terms set forth in Sections 6.6, 6.7(e), 6.7(f), 6.7(g), 6.7(j) and 7.4(b), which are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), conditions) or the Closing may be consummated at such other place or on such other time and date as Parent and the Company may mutually agreedesignate. The date on which the Closing actually occurs takes place is hereinafter referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, the Company shall cause the Merger to be consummated by filing a properly executed certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL shall be filed with the Secretary of State of the State of Delaware, in such form . The Merger shall become effective as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of that the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as Delaware (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. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m., local California time, at on a date to be mutually agreed upon by Parent and the offices of King & Spalding LLPCompany, 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 7 and 8 (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closingconditions), 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 takes place is hereinafter referred to in this Agreement as the “Closing Date.” At ”) Subject to the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL and otherwise satisfactory in form and substance to Parent and the Company shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL Delaware (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties 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. The closing consummation of the Merger (the “Closing”) shall take place at 10:00 a.m.the Warrington offices of Fox Rothschild LLP, local timewith an address of 2000 Xxxxx Xxxx, Suite 300, Warrington, PA 18976-3624, at 10:00 a.m. on a date to be agreed upon in writing by Beacon and Optos (the offices of King & Spalding LLP“Closing Date”), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third business day (3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Articles V and VI (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, or a Certificate of Merger satisfying the Closing may be consummated at such other place or on such other date as Parent and applicable requirements of the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger Act (the “Certificate of Merger”) shall be duly executed by Optos and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by Delaware (the Company in accordance with, “Secretary of State”). The Merger shall become effective upon the relevant provisions of the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (b) such later date and time as is may be specified in the Certificate of Merger with the Consent of the Parties. The date and as time the Merger becomes effective is agreed to by the parties hereto, being hereinafter referred to in this Agreement 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. The closing consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of King & Spalding Xxxxx Lovells US LLP, 1185 Avenue 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, XXX (or, if mutually agreed by Parent and the Company, by means of a virtual closing through electronic exchange of signatures) at 8:00 a.m. (New York time) on a date to be jointly designated by Parent and the AmericasCompany, New York, New York, as soon as practicable, but in which shall be no event later than the third business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 6 and Section 7 (other than those conditions that by their terms which are not to be satisfied until by actions to be taken at the Closing, but subject to the satisfaction or waiver of each of such conditions at the Closingconditions), or the Closing may be consummated at such other place place, time or on such other date as Parent and the Company may mutually agreejointly designate. The date on which the Closing actually occurs takes place is hereinafter referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the NYBCL shall be duly executed by the Company in connection with the Secretary Closing and, concurrently with or as soon as practicable following the Closing, filed with the Department of State of the State of DelawareNew York (the “Department of State”). The Merger shall become effective upon the acceptance for filing of such certificate of merger by the Department of State or, subject to the NYBCL, at such later time as the Company, Parent and Merger Sub may agree and specify in such form as required by, and executed by the Company in accordance with, the relevant provisions certificate of the DGCL merger (the date and time of at which the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, becomes effective 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. The closing consummation of the Merger (the “"Closing”") shall take place at 10:00 a.m., local time, at the offices of King Venable, Baetjer and Hoxxxx, XLP, 0000 Mercaxxxxx Bank & Spalding LLPTrust Building, 1185 Avenue of 2 Hopkins Plaza, Baltimxxx, Xxxxxxxx 00000 at 10:00 a.m. on the Americasdate (the "Closing Date"), New York, New York, as soon as practicable, but in which date shall be no event later than the third second business day after the satisfaction last to be satisfied or waiver waived of the conditions set forth in Article VII Section 6 shall have been so satisfied or waived (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at the Closingconditions), or the Closing may be consummated at such other place or on such other date as Parent and the Company may shall mutually agree. The date on which ; and provided that the Closing actually occurs is hereinafter referred shall in no event take place prior to as December 6, 2002. Subject to the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate agreement of merger in the form attached hereto as Exhibit C (the “Certificate "Agreement of Merger”) "), together with such other documents as may be required by the relevant provision of the CGCL, shall be duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (California for filing. The Merger shall become effective upon the date and time of the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware, California or such later other date and time as is specified may be mutually agreed upon by Parent and the Company and set forth in the Certificate Agreement of Merger and as is agreed to by (the parties 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. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the DGCL, The closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., local time, at the offices of King Ropes & Spalding Xxxx LLP, 1185 1211 Avenue of the Americas, New York, New York, as soon as practicablepromptly, but in no event later than the third business day second (2nd) Business Day, after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their terms are terms, cannot to be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), 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 as the “Closing Date.” At the Closing, the Company shall parties hereto will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”), ) and the parties hereto shall will make all other filings or recordings required under the DGCL or other applicable Law in connection with the Merger.

Closing; Effective Time. The closing consummation of the Merger (the “Closing”) shall take place at 10:00 a.m.the Warrington offices of Fox Rothschild LLP, local timewith an address of 2000 Xxxxx Xxxx, Suite 300, Warrington, PA 18976-3624, at 10:00 a.m. on a date to be agreed upon in writing by Beacon and Focus (the offices of King & Spalding LLP“Closing Date”), 1185 Avenue of the Americas, New York, New York, as soon as practicable, but in which shall be no event later than the third business day (3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Articles V and VI (other than those conditions that by their terms nature are not to be satisfied until at the Closing, but subject to the satisfaction or waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, 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 as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate articles of merger satisfying the applicable requirements of the Act (the “Certificate Articles of Merger”) shall be duly executed by Focus and Merger Sub and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed by Nevada (the Company in accordance with, “Secretary of State”). The Merger shall become effective upon the relevant provisions of the DGCL later of: (a) the date and time of the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware, or (b) such later date and time as is may be specified in the Certificate Articles of Merger with the Consent of the Parties. The date and as time the Merger becomes effective is agreed to by the parties hereto, being hereinafter referred to in this Agreement 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.