Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 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 or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective Time").

Closing; Effective Time. The consummation Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the transactions contemplated by this Agreement DGCL), the closing of the Merger (the "“Closing"”) shall will take place at the offices of ▇▇Ropes & ▇▇▇▇ Godward llpLLP, Prudential Tower, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and as soon as practicable following consummation (as defined in Section 251(h) of the Company (DGCL) of the "Closing Date")Offer, which date shall be but in no event later than the fifth business day first (1st) Business Day, after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditionsconditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. Subject At the Closing, the Parties shall cause the Merger to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate of Merger (and agreed to by Purchaser and the "Company, being hereinafter referred to as the “Effective Time"”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The 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 transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the New York offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ Godward llp, ▇& F▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇LLP, at 10:00 a.m. a.m., New York City time, on a date to be designated by Parent and the Company (the "“Closing Date"”), which date shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 Section 7 (other than delivery of items to be delivered at the Closing and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditionsconditions at the Closing), unless another date, time or place is agreed to by the parties hereto. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of by the Company and simultaneously and, concurrently with or as soon as practicable but not later than two (2) business days following the Closing delivered to Closing, filed with the Secretary of State of the State of Delaware for filingDelaware. 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 at such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate certificate of Merger merger (the "“Effective Time"”).

Closing; Effective Time. The consummation Subject to the provisions of Article VII, the closing of the transactions contemplated by this Agreement Merger (the "Closing") shall take place in New York City at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York, as soon as ▇▇▇▇ti▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth second business day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied until the Closing), or at such other place or at such other date as Newco 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, but subject the parties hereto shall cause the Merger to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate of Merger (and as is agreed to by the parties hereto, being the "Effective Time")) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, 6▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Roseland, New Jersey 07068, or at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date such other place as shall be mutually agreed by the parties hereto, as soon as practicable, but in no event later than the fifth second business day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. (b) At the Closing, but subject the parties hereto shall cause the Merger to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed and filed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth 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 shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The consummation Subject to the provisions of Article VII, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, & ▇▇▇▇▇▇▇▇▇▇▇ LLP, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date")One Liberty Plaza, which date shall be New York, New York, as soon as practicable, but in no event later than the fifth business day second Business Day, after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditionsconditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. Subject The date on which the Closing actually occurs is hereinafter referred to as the provisions of this Agreement“Closing Date.” At the Closing, the parties hereto 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth 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 shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at 10:00 a.m., local time, at the offices of ▇▇▇▇▇▇▇ Godward llp▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇as soon as practicable, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be but in no event later than the fifth tenth (10th) business day after the last to be satisfied satisfaction or waived waiver of all of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those conditions that by their nature terms are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such those conditions); provided, that, the Closing may be consummated at or on such other place, time or date as Parent and the Company may mutually agree. Subject The date on which the Closing actually occurs is hereinafter referred to as the provisions of this Agreement“Closing Date”. (b) 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 for filing. The Merger shall become effective upon 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 Delaware, or such other later date and time as may be mutually agreed upon by Parent and the Company and set forth 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 consummation of the transactions contemplated by this Agreement A closing (the "“Closing"”) shall take place be held at 9:00 a.m. at the offices of ▇Wachtell, Lipton, ▇▇▇▇▇ Godward llp& ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇.▇▇▇▇. ▇▇▇▇▇, at 10:00 a.m. or such other place as the parties hereto may agree, on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived first Business Day of the month following the month in which all conditions set forth in Sections 6 and Article 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, or at such conditionsother date as Buyer and the Company may agree (such date, the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed As promptly as possible on behalf of the Company and simultaneously with the Closing delivered Date, the parties hereto shall cause the Merger to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the be consummated by filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State or at such other date and later time as may shall be mutually agreed upon by Parent Buyer and the Company and set forth specified in the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The 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 transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the Philadelphia, Pennsylvania offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Blank Rome LLP, at 10:00 a.m. a.m., local time, on a date to be designated by Parent and the Company (the "“Closing Date"”), which date shall be no later than the fifth business day (5th) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 Section 7 (other than delivery of items to be delivered at the Closing and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditionsconditions at the Closing), unless another date, time or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of by the Company and simultaneously and, concurrently with or as soon as practicable following the Closing delivered to Closing, filed with the Secretary of State of the State of Delaware for filingDelaware. 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 at such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate certificate of Merger merger (the "“Effective Time"”).

Closing; Effective Time. The consummation of the transactions contemplated Transactions Contemplated by this Agreement (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇remotely via electronic exchange or closing deliveries, at 10:00 a.m. 9:00 a.m., New York City time, on a date to be mutually designated by Parent and the Company and Parent (the "“Closing Date"”), which date shall be (i) no later than the fifth business day third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)) and (ii) no earlier than May 28, 2020. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "“Certificate of Merger"”) shall be duly executed on behalf of by the Company and simultaneously and, concurrently with or as soon as practicable following the Closing Closing, delivered to and filed with the Secretary of State of the State of Delaware for filingin accordance with the 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 Delaware, or at such other date and later time as may be mutually agreed upon in writing by Parent and the Company and set forth Parent and specified in the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation (a) Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than three (3) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms hereof) of the conditions set forth in ARTICLE III (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), at the offices of JPMorgan, ▇ ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date unless another place or time is agreed to be designated by Parent and JPMorgan. The date on which the Company (Closing actually occurs is referred to herein as the "“Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived .” (other than those conditions that by their nature are to be satisfied at b) At the Closing, but subject the parties shall (i) deliver the agreements, instruments, certificates and other documents required to be delivered at or prior to the satisfaction or waiver of such conditions). Subject Closing pursuant to ARTICLE III, and (ii) cause the provisions of this Agreement, Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL merger, in customary form and substance reasonably acceptable to Parent and JPMorgan (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 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 in accordance with the relevant provisions of the DGCL (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such other date and later time as may be mutually agreed upon to by Parent and the Company parties and set forth in the Certificate of Merger (being referred to herein as the "“Effective Time"”).

Closing; Effective Time. The 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 transactions contemplated by this Agreement Merger (the "Closing") shall take place at the New York offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Blank Rome LLP, at 10:00 a.m. a.m., New York City time, on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 Section 7 (other than delivery of items to be delivered at the Closing and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditionsconditions at the Closing), unless another date, time or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of by the Company and simultaneously 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 date and time of the filing of the Certificate of Merger Closing, filed with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective Time").State

Closing; Effective Time. The consummation Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the transactions contemplated by this Agreement DGCL), the closing of the Merger (the "“Closing"”) shall will take place at the offices of ▇▇Ropes & ▇▇▇▇ Godward llpLLP, Prudential Tower, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date")promptly, which date shall be but in no event later than the fifth business day second (2nd) Business Day, after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditionsconditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. Subject At the Closing, the parties hereto will cause the Merger to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate of Merger (and agreed to by Purchaser and the "Company, being hereinafter referred to as the “Effective Time")”) and will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The consummation Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the transactions contemplated by this Agreement DGCL), the closing of the Merger (the "“Closing"”) shall will take place at the offices of ▇▇Ropes & ▇▇▇▇ Godward llpLLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇1211 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇▇New York, ▇▇▇▇▇▇▇▇▇▇as soon as practicable following consummation of the Offer, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be but in no event later than the fifth business day first (1st) Business Day, after the last satisfaction or (to be satisfied or waived the extent permitted by Law) waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditionsconditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”). Subject At the Closing, the parties hereto shall cause the Merger to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate of Merger (and agreed to by Purchaser and the "Company, being hereinafter referred to as the “Effective Time")”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The consummation Subject to the satisfaction or waiver of all of the transactions contemplated by this Agreement conditions to Closing contained in Article VI, the closing of the Merger (the "“Closing") ”), shall take place at the offices of ▇W▇▇▇▇▇ Godward llp, and D▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company as soon as practicable (the "Closing Date"), which date shall be no but not later than the fifth business day 5 Business Days) after the last to be satisfied satisfaction or waived waiver of the conditions set forth to Closing contained in Sections 6 and 7 shall have been so satisfied or waived Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of such those conditions), unless another date or place is agreed to in writing by the parties hereto. Subject The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” As soon as is practicable after the Closing, the parties hereto shall cause the Merger to be consummated by (i) delivering to the provisions Secretary of this Agreement, State of the State of New York a certificate of merger satisfying the applicable requirements of the DGCL (the "“New York Certificate of Merger") shall be duly ”), in such form as required by, and executed on behalf and acknowledged in accordance with, the relevant provisions of the Company NYBCL and simultaneously with the Closing delivered (ii) delivering to the Secretary of State of the State of Delaware for filinga certificate of merger (the “Delaware Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon as of the date and at such time of (the filing of “Effective Time”) as the New York Certificate of Merger is filed with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and New York with respect to the Company and set forth in the Certificate of Merger (the "Effective Time")Merger.

Closing; Effective Time. The consummation Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ Godward llp& ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, commencing at 10:00 a.m. (New York time) on a the date to be designated by Parent and the Company which is three (the "Closing Date"), which date shall be no later than the fifth business day 3) Business Days after the last to be satisfied or waived of the date on which all conditions set forth in Sections 6 and 7 ‎‎Article 10 shall have been so satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)) or such other time and place as LIVK and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” Subject to the provisions satisfaction or waiver of all of the conditions set forth in ‎‎Article 10 of this Agreement, a certificate of merger satisfying LIVK and the applicable requirements of Company shall cause the DGCL (the "Certificate of Merger") shall Merger to be duly executed on behalf of the Company executed, acknowledged and simultaneously filed with the Closing delivered to the Secretary of State of the State of Delaware for filingin accordance with the DGCL on the Closing Date. The Merger shall become effective upon 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 or at such other date and later time as may be mutually agreed upon by Parent LIVK and the Company in writing and set forth specified in the Certificate of Merger Merger, but in any event not prior to immediately after the Domestication Effective Time (the "“Effective Time"”).

Closing; Effective Time. The 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 transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the Philadelphia, Pennsylvania offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Blank Rome LLP, at 10:00 a.m. a.m., local time, on a date to be designated by Parent and the Company (the "“Closing Date"”), which date shall be no later than the fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 Section 7 (other than delivery of items to be delivered at the Closing and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditionsconditions at the Closing), unless another date, time or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, a certificate articles of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") FBCA shall be duly executed on behalf of by the Company and simultaneously and, concurrently with or as soon as practicable following the Closing delivered to Closing, filed with the Secretary of State of the State of Delaware for filingFlorida. 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 Delaware Florida, or at such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate articles of Merger merger (the "“Effective Time"”).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place at the offices of ▇▇▇▇▇▇ Godward llpSkadden, ▇▇▇▇ ▇▇Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇& ▇▇▇▇ ▇▇▇▇LLP, ▇▇▇ ▇▇▇▇▇One Manhattan West, ▇▇▇▇▇▇▇▇▇▇New York, New York 10001, at 10:00 a.m. (New York time) on a the date to be designated by Parent and the Company which is two (the "Closing Date"), which date shall be no later than the fifth business day 2) Business Days after the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6 and 7 Article IX shall have been so satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of thereof) or such conditions)other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be executed and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware duly submitted 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 in accordance with the applicable provisions of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such other date and later time as may be mutually agreed upon by Parent ▇▇▇▇▇▇▇▇ and the Company in writing and set forth specified in each of the Merger Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The 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 transactions contemplated by this Agreement Merger (the "Closing") shall take place at the Philadelphia, Pennsylvania offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Blank Rome LLP, at 10:00 a.m. a.m., local time, on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth (5th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 Section 7 (other than delivery of items to be delivered at the Closing and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditionsconditions at the Closing), unless another date, time or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, a certificate articles of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") FBCA shall be duly executed on behalf of by the Company and simultaneously and, concurrently with or as soon as practicable following the Closing delivered to Closing, filed with the Secretary of State of the State of Delaware for filingFlorida. 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 Delaware Florida, or at such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate articles of Merger merger (the "Effective Time").

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such Party entitled to waive such condition, of the transactions contemplated by this Agreement conditions set forth in Sections 6, 7 and 8, the closing of the Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company remotely as promptly as practicable (the "Closing Date"), which date shall be but in no event later than the fifth business day after second Business Day following the satisfaction or waiver by such Party entitled to waive such condition of the last to be satisfied or waived of the conditions set forth in Sections 6 6, 7 and 7 shall have been so satisfied or waived (8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as MTS and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying at the applicable requirements of Closing, the DGCL (Parties hereto shall cause the "Certificate of Merger") shall Merger to be duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the consummated by filing of the Certificate of Merger with the Secretary of State of the State of Delaware Minnesota articles of merger (the “Articles of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the MBCA and shall make all other filings or recordings required under the MBCA (if any). The Merger shall become effective at such other date and time as may be mutually agreed upon by Parent the Articles of Merger are duly filed with the Secretary of State of the State of Minnesota, or at such later time as MTS and the Company shall agree and set forth specify in the Certificate Articles of Merger (the "date and time the Merger becomes effective, the “Effective Time"”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement (the "“Closing"”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇LLP in Huntsville, ▇▇▇▇▇ ▇▇▇▇Alabama, ▇▇▇ ▇▇▇▇▇on the earlier of November 8, ▇▇▇▇▇▇▇▇▇▇, 2006 at 10:00 a.m. on a date to be designated by Parent and a.m., local time, or the Company (the "Closing Date"), which date shall be no later than the fifth second business day after following the day on which the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 Article VI shall have been so satisfied fulfilled or waived (if permissible) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of fulfillment of those conditions) or at such conditionsother time and place as Parent and the Company shall agree (the “Closing Date”). Subject As promptly as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing (i) an Articles of Merger and Plan of Merger (in substantially the same forms as attached hereto as Exhibit “B” and Exhibit “C”, respectively) (the “Articles of Merger”), executed in accordance with the relevant provisions of this Agreementthe ABCA, 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 for filing. The Merger shall become effective upon Alabama, and (ii) a Certificate of Merger, executed in accordance with the date and time relevant provisions of the filing of the Certificate of Merger DGCL, with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and (the Company and set forth in the “Certificate of Merger (the "Effective Time"Merger”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llpas soon as practicable, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be but no later than the fifth business day two (2) Business Days, after the last to be satisfied satisfaction or waived waiver of each of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction thereof at the satisfaction Closing) or waiver of at such conditionsother time as the parties hereto agree in writing (the “Closing Date”). Subject The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, 65 ▇▇▇▇▇▇▇▇▇▇ Avenue, Roseland, New Jersey, or at such other location as the parties hereto agree in writing. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in the form annexed hereto as Exhibit B (the “Delaware Certificate of Merger”), together with the required officers’ certificates, with the Delaware Secretary of State, in accordance with the relevant provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "time that the Delaware Certificate of Merger") shall be duly executed on behalf of Merger is filed and accepted by the Company and simultaneously with the Closing delivered to the Delaware Secretary of State of the State of 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 (or such other date and later time as may be mutually specified in the Delaware Certificate of Merger) or such later time as may be agreed upon to by Parent and the Company and set forth in such filing being the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp& ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇▇Illinois, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company as promptly as practicable (the "Closing Date"), which date shall be but in no event later than the fifth business day after Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 6, 7 and 7 shall have been so satisfied or waived (8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Corautus and VIA may mutually agree in writing. Subject The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, subject to the provisions terms and conditions of this Agreement, a certificate of merger satisfying the applicable requirements of parties hereto shall cause the DGCL (the "Certificate of Merger") shall Merger to be duly executed on behalf of the Company consummated by executing and simultaneously filing with the Closing delivered to the Secretary of State of the State of Delaware for filinga Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Corautus and VIA. The Merger shall become effective upon at the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such other date and later time as may be mutually agreed upon by Parent and the Company and set forth specified in the such Certificate of Merger as agreed to by the Parties (the "time as of which the Merger becomes effective being referred to as the “Effective Time"”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇LLP, ▇▇▇ ▇▇▇▇▇1251 Avenue of the Americas, ▇▇▇▇▇▇▇▇▇▇New York, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day New York as soon as practicable after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived ARTICLE VI (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditions). Subject The date on which the Closing actually occurs is hereinafter referred to as the provisions of this Agreement“Closing Date.” (b) At the Closing, the parties hereto 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed and filed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth 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 shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The consummation (a) Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than five (5) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms hereof) of the conditions set forth in Article 6, at the offices of W▇▇▇▇▇ ▇▇▇▇▇▇▇ Godward llp▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, Professional Corporation, 6▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ -▇▇▇▇, ▇▇▇ ▇▇▇▇▇unless another place or time is agreed to by Parent and the Company. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” (b) At the Closing, ▇▇▇▇▇▇▇▇▇▇the parties shall (i) deliver the agreements, at 10:00 a.m. on a date instruments, certificates, opinions and other documents required to be designated delivered at or prior to the Closing pursuant to Article 6 and (ii) cause the Merger to be consummated by filing a certificate of merger, in customary form and substance reasonably acceptable to Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 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 in accordance with the relevant provisions of the DGCL (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such other date and later time as may be mutually agreed upon to by Parent and the Company parties and set forth in the Certificate of Merger (being referred to herein as the "“Effective Time"”).

Closing; Effective Time. The consummation Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. (Eastern time) on a the date that is the later to be designated by Parent occur of (i) October 31, 2018 and (ii) the Company date that is two (the "Closing Date"), which date shall be no later than the fifth business day 2) Business Days after the last to be satisfied or waived of the date on which all conditions set forth in Sections 6 and 7 Section 9.1 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or such other time and place as Buyer and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. Subject to the provisions satisfaction or waiver of this Agreement, a certificate of merger satisfying the applicable requirements all of the DGCL (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") shall be , duly executed on behalf in accordance with the relevant provisions of the Company DGCL, to be acknowledged and simultaneously filed with the Closing delivered to the Secretary of State of the State of Delaware for filingas provided in Section 251 of the DGCL. The Merger shall become effective upon 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 or at such other date and later time as may be mutually agreed upon by Parent Buyer and the Company in writing and set forth specified in the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1 and subject to the satisfaction or waiver of the transactions contemplated by this Agreement conditions set forth in Article 6, the closing of the Mergers (the "Closing") shall take place in New York City at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇Weiss, Rifkind, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇& ▇▇▇▇▇▇▇▇, at as soon as practicable, but in no event later than 10:00 a.m. New York City time on a the fifth Business Day after the date on which the conditions set forth in Article 6 have been satisfied or waived by the party or parties entitled to be designated by Parent and the Company (benefit of such conditions, or at such other place, at such other time or on such other date as the parties may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at . At the Closing, but subject the parties shall cause to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger filed with the Secretary of State of the State of Delaware such certificates of merger or other appropriate documents (such certificates and other date documents being hereinafter referred to as the "Certificates of Merger") executed in accordance with the relevant provisions of the DGCL, and shall make all other filings, recordings or publications required by the DGCL in connection with the Mergers. Each of the Mergers shall become effective at the time as may be mutually agreed upon by Parent and the Company and set forth specified in the Certificates of Merger, which specified time shall be the same in each Certificate of Merger (the time the Mergers become effective being the "Effective TimeTime of the Mergers").

Closing; Effective Time. The consummation Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, The MetLife Building, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. unless another place is agreed to in writing by the parties hereto, on a the second (2nd) Business Day following the date to be designated by Parent and the Company (the "Closing Date"), on which date shall be no later than the fifth business day after the last to be satisfied or waived all of the conditions to the Closing set forth in Sections 6 Article 7 and 7 Article 8 shall have been so satisfied or waived (other than those conditions that that, by their nature are to nature, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditionsconditions at the Closing) or on such other date, time and place as the Company and Parent may mutually agree in writing (the “Closing Date”). Subject to Contemporaneously with or promptly as practicable after the provisions of this AgreementClosing, the Company and Merger Sub shall cause a properly executed certificate of merger satisfying (the applicable “Certificate of Merger”) conforming to the requirements of the DGCL (to be filed with the "Secretary of State of the State of Delaware. The Merger shall become effective as of the date and time that the Certificate of Merger") shall be duly executed on behalf of the Company Merger is filed and simultaneously with the Closing delivered to accepted by the Secretary of State of the State of 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 or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company parties (the "Closing DateCLOSING DATE"), which date shall be no later than the fifth second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and Section 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)) and which the 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 merger is to be consummated 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 (the "Certificate of Merger") shall be duly executed on behalf of by the Company and simultaneously 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 date and time of 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 or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective TimeEFFECTIVE TIME").

Closing; Effective Time. The consummation As promptly as practicable, but in no event later than the third Business Day, after the satisfaction or written waiver (where permissible) of the transactions contemplated conditions set forth in Article VIII (other than those conditions that by this Agreement their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date is agreed to in writing by Parent and the Company, the parties hereto shall cause the Merger to be effected by filing a certificate of merger (the "Closing"“Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”); provided, however, that if all the conditions set forth in Article VIII shall no longer be satisfied or waived (where permissible) on such third Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall again have been satisfied or waived (where permissible) unless another time is agreed to in writing by Parent and the Company. Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) shall be held at the offices of ▇Cravath, Swaine & ▇▇▇▇▇ Godward llpLLP, Worldwide Plaza, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and or such other place as the Company (parties shall agree, for the "Closing Date")purpose of confirming the satisfaction or waiver, which date shall be no later than as the fifth business day after the last to be satisfied or waived case may be, of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 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 or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective Time")Article VIII.

Closing; Effective Time. The consummation Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the transactions contemplated by this Agreement DGCL), the closing of the Merger (the "“Closing"”) shall will take place (i) at the offices of Ropes & Gray LLP, ▇▇▇▇ ▇▇▇▇▇▇ Godward llp, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ or by electronic exchange of deliverables as soon as practicable following the consummation of the Offer, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be but in no event later than the fifth business day first Business Day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditionsconditions at the Closing), or (ii) at such other place or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”). Subject At the Closing, the parties hereto will cause the Merger to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate of Merger (and agreed to by ▇▇▇▇▇▇▇▇▇ and the "Company, being hereinafter referred to as the “Effective Time")”) and will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement S Merger (the "ClosingCLOSING") shall take place in New York City at the offices of Weil, Gotshal & ▇▇▇▇▇▇ Godward llpLLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇as soon as practicable, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at but in no event later than 10:00 a.m. New York City time on a date to be designated by Parent and the Company later of (the "Closing Date"), which date shall be no later than a) the fifth business day Business Day after the last to be satisfied or waived Effective Time of the P Merger and (b) the fifth Business Day after the date on which the conditions set forth in Sections 6 and Article 7 shall have been so satisfied or waived (other than those the conditions that by their nature set forth in Section 7.2.3, 7.2.6, 7.2.7, 7.3.3 and 7.3.6, which are to be satisfied at the Closing, but subject ) have been satisfied or waived by the party or parties entitled to the satisfaction or waiver benefit of such conditions), or at such other place, at such other time or on such other date Parent and the Sellers' Representative may mutually agree. Subject The date on which the Closing actually occurs is hereinafter referred to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (as the "Certificate of Merger") CLOSING DATE." At the Closing, the parties shall cause to be duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger filed with the Secretary of State of the State of Delaware such certificate of merger or other appropriate documents (such certificate and other date documents being hereinafter referred to as the "CERTIFICATE OF S MERGER") executed in accordance with the relevant provisions of the DGCL and shall make all other filings, recordings or publications required by the DGCL in connection with the S Merger. The S Merger shall become effective at the time as may be mutually agreed upon by Parent and the Company and set forth specified in the Certificate of S Merger (the "Effective TimeEFFECTIVE TIME OF THE S MERGER") which shall be subsequent to the effective time of the P Merger specified in the P Merger Agreement (the "EFFECTIVE TIME OF THE P MERGER").

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement A closing (the "Closing") shall take place be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, N.Y. 10019, or such othe▇ ▇▇▇▇▇▇ Godward llp, ▇▇ce ▇▇ ▇▇he ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be cticable but no later than the fifth second business day after following the last to be satisfied or waived of the date upon which all conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, or at such conditionsother date as MMC and Kroll may agree (such date, the "Closing Date"). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed As promptly as possible on behalf of the Company and simultaneously with the Closing delivered Date, the parties hereto shall cause the Merger to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the be consummated by filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State or at such other date and later time as may shall be mutually agreed upon by Parent MMC and the Company Kroll and set forth specified in the Certificate of Merger (the "Effective Time").

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the "Closing") shall take place at the offices of Venable, Baetjer and Ho▇▇▇▇, ▇LP, ▇▇▇▇ Merca▇▇▇▇▇ Godward llpBank & Trust Building, 2 Hopkins Plaza, Baltim▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a the date to be designated by Parent and the Company (the "Closing Date"), which date shall be no later than the fifth second business day after the last to be satisfied or waived of the conditions set forth in Sections Section 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or such other date as Parent and the Company shall mutually agree; and provided that the Closing shall in no event take place prior to December 6, 2002. Subject to the provisions of this Agreement, a certificate the agreement of merger satisfying in the applicable requirements of the DGCL 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 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 other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate Agreement of Merger (the "Effective Time").

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ Godward llp, & F▇▇▇ LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 7:00 a.m. (local time) on a the date to be designated by Parent and the Company which is two (the "Closing Date"), which date shall be no later than the fifth business day 2) Business Days after the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6 and 7 Article IX shall have been so satisfied or waived (other than the Distribution and those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of thereof) or such conditions)other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger satisfying and provided this Agreement has not theretofore been terminated pursuant to its terms, the applicable requirements of parties shall cause the DGCL (the "Merger Certificate of Merger") shall to be executed and duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware submitted 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 in accordance with the applicable provisions of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such other date and later time as may be mutually agreed upon by Parent A▇▇▇▇▇▇▇ and the Company in writing and set forth specified in the Merger Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the "ClosingCLOSING") shall take place at the offices of Heller Ehrman White & McAuliffe LLP, 275 Middlefield Road, Menlo Park, ▇▇▇▇▇▇ Godward llp, o▇▇▇▇, at 10:00 ▇.▇. ▇▇ ▇ date ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇, ▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing DateG DATE"), which date shall be no later than the fifth second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and Section 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)) and which the 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 merger is to be consummated 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 (the "Certificate of Merger") shall be duly executed on behalf of by the Company and simultaneously 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 date and time of 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 or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective TimeEFFECTIVE TIME").

Closing; Effective Time. The consummation (a) Unless this Agreement is earlier terminated pursuant to Section 7.1, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than two (2) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms hereof) of the conditions set forth in Article 5 (such second Business Day, the “Target Closing Date”) at the offices of ▇▇▇▇▇▇ Godward llp▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ -▇▇▇▇, ▇▇▇ ▇▇▇▇▇unless another place or time is agreed to by Parent, ▇▇▇▇▇▇▇▇▇▇the Company and the Stockholders’ Agent; provided, at 10:00 a.m. however that if the Target Closing Date occurs within the last twenty-one (21) days of a fiscal quarter of Parent then the Closing shall be no earlier than the first Business Day following the end of such fiscal quarter. The date on a date which the Closing actually occurs is referred to herein as, the “Closing Date.” (b) At the Closing, the parties shall (i) deliver the agreements, instruments, certificates and other documents required to be designated delivered at or prior to the Closing pursuant to Article 5 and (ii) cause the Merger to be consummated by filing a certificate of merger, in customary form and substance reasonably acceptable to Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 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 in accordance with the relevant provisions of the DGCL (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such other date and later time as may be mutually agreed upon to by Parent and the Company parties and set forth in the Certificate of Merger (being referred to herein as, the "“Effective Time"”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the Warrington offices of ▇▇▇Fox Rothschild LLP, with an address of 2▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇Suite 300, ▇▇▇▇▇▇▇▇▇▇Warrington, PA 18976-3624, at 10:00 a.m. on a date to be designated agreed upon in writing by Parent Beacon and the Company Focus (the "“Closing Date"”), which date shall be no later than the fifth business day third (3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 Articles V and 7 shall have been so satisfied or waived VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate articles of merger satisfying the applicable requirements of the DGCL Act (the "Certificate “Articles of Merger"”) shall be duly executed on behalf of the Company by Focus and Merger Sub and, simultaneously with or as soon as practicable following the Closing delivered to Closing, filed with the Secretary of State of the State of Delaware for filingNevada (the “Secretary of State”). The Merger shall become effective upon the 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 other later date and time as may be mutually agreed upon by Parent and the Company and set forth specified in the Certificate Articles of Merger (with the "Consent of the Parties. The date and time the Merger becomes effective is referred to in this Agreement as the “Effective Time").”

Closing; Effective Time. The consummation As promptly as practicable, but in no event later than the third (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 transactions contemplated conditions set forth in Article VIII (other than those conditions that by this Agreement their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible under applicable Law) of those conditions at the Closing), the 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 in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing"”) shall take place be held at the offices of ▇▇▇▇▇▇ Godward llp& ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and or such other place as the Company (parties shall agree, for the "Closing Date")purpose of confirming the satisfaction or waiver, which date shall be no later than as the fifth business day after the last to be satisfied or waived case may be, of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 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 or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective Time")Article VIII.

Closing; Effective Time. The consummation (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at 10:00 a.m., Pacific time, on the date that is two (2) Business Days after the last of the conditions to Closing set forth in Article VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of ▇▇▇▇▇K&L Gates LLP, ▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at 10:00 a.m. such other time or on a such other date to be designated by Parent and or at such other place or at no place, as the Company and Acquiror may mutually agree upon in writing (the "day on which the Closing takes place being the “Closing Date"”). (b) As soon as practicable on the Closing Date, which date the parties shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, cause a certificate of merger satisfying substantially in the applicable requirements of the DGCL (the "Certificate of Merger") shall form attached as Exhibit D hereto to be duly executed on behalf of the Company and simultaneously filed with the Closing delivered to the Secretary of State of the State of Delaware for filing(the “Certificate of Merger”), executed 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 of Merger with the Secretary of State of the State of Delaware or at such other date and time as may the parties shall agree and as shall be mutually agreed upon by Parent and the Company and set forth specified in the Certificate of Merger. The date and time when the Merger (shall become effective is herein referred to as the "“Effective Time").”

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Godward llpLLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date")as soon as practicable, which date shall be but in no event later than the fifth business day second Business Day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditions). Subject The date on which the Closing actually occurs is hereinafter referred to as the provisions “Closing Date”. (b) At the consummation of this Agreementthe Closing, the parties hereto 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed and filed in accordance with, the relevant provisions of the DGCL (at 5:00 P.M. Eastern Daylight Savings Time on 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 other date and later time as may be mutually agreed upon by Parent and the Company and set forth 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 shall make all other filings or recordings required under the DGCL in connection with consummation of the Merger.

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated pursuant to Section 9.1 hereof, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall will take place as promptly as practicable after the execution and delivery hereof by the parties hereto, and not more than two (2) Business Days following satisfaction or waiver of the conditions set forth in ARTICLE VII hereof, at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, 900 South Capital of Texas Highway, Las Cimas IV, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated unless another time or place is mutually agreed upon in writing by Parent and the Company (Company; provided that, any party hereto may participate remotely in the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived by electronic delivery of documents and/or funds. If any of the conditions set forth in Sections 6 and 7 shall ARTICLE VII are not satisfied or waived at the time the Closing is to occur pursuant to this Section 2.2, Parent or the Company may, by notice to the other, adjourn the Closing to a date specified in that notice (but not later than the earlier of (a) the second Business Day after the conditions set forth in ARTICLE VII have been so satisfied or waived and (other than those conditions that by their nature are b) 5:00 p.m. Central time on the Termination Date). The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger in substantially the form attached hereto as Exhibit B, with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent (the “Certificate of Merger”), in accordance with the applicable provisions of the DGCL and the Company and set forth in the Certificate of Merger LLC Act (the "time of the acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time"”).

Closing; Effective Time. The consummation 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 transactions contemplated by this Agreement conditions set forth in Article VII, the closing of the Merger (the "“Closing"”) shall take place (a) at the offices of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ Godward llp& ▇▇▇▇▇▇▇▇▇, PC, Monarch Plaza, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time, on a such date to be designated by Parent as REIT I, SSTI and Purchaser shall mutually agree following the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of such those conditions), or if the parties do not so agree, on the third Business Day following satisfaction of such conditions or (b) at such other place, date or time as may be mutually agreed in writing by the parties. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements The date of the DGCL Closing is referred to herein as the “Closing Date.” At the Closing, the parties hereto shall cause the Articles of Merger to be filed with, delivered in the manner required by the MGCL to, and accepted for record by, the Maryland State Department of Assessments and Taxation (the "Certificate of Merger"“Department”) and shall make all other filings and recordings required under the MGCL. The “Effective Time” shall be duly executed on behalf the later of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon (a) the date and time of the filing acceptance for record of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Department or (b) such other date and later time as may be mutually agreed upon by Parent each of the parties hereto and the Company and set forth specified in the Certificate Articles of Merger (the "Effective Time")Merger.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement A closing (the "Closing") shall take place be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, N.Y. 10019, or such other ▇▇▇▇▇▇ Godward llp, ▇▇▇e a▇ ▇▇e ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be ticable but no later than the fifth second business day after following the last to be satisfied or waived of the date upon which all conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, or at such conditionsother date as MMC and Kroll may agree (such date, the "Closing Date"). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed As promptly as possible on behalf of the Company and simultaneously with the Closing delivered Date, the parties hereto shall cause the Merger to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the be consummated by filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State or at such other date and later time as may shall be mutually agreed upon by Parent MMC and the Company Kroll and set forth specified in the Certificate of Merger (the "Effective Time").

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement A closing (the "Closing") shall take place be held at the offices of ▇▇Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019, or such o▇▇▇▇ Godward llp, pla▇▇ ▇s ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be s practicable but no later than the fifth second business day after following the last to be satisfied or waived of the date upon which all conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, or at such conditionsother date as Parent and MUSA may agree (such date, the "Closing Date"). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed As promptly as possible on behalf of the Company and simultaneously with the Closing delivered to Date, the Secretary of State of the State of Delaware for filing. The Merger parties hereto shall become effective upon the date and time of cause the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") of a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State or at such other date and later time as may shall be mutually agreed upon by Parent and the Company MUSA and set forth specified in the Certificate of Merger (the "Effective Time").

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ Godward llpLLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on a the date to be designated by Parent and the Company which is three (the "Closing Date"), which date shall be no later than the fifth business day 3) Business Days after the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6 and 7 Article IX shall have been so satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of thereof) or such conditions)other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of and provided this Agreement has not theretofore been terminated pursuant to its terms, the Company and simultaneously with shall file the Closing delivered to the Secretary of State of the State of 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 in accordance with the applicable provisions of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such other date and later time as may be mutually agreed upon by Parent Acquiror and the Company in writing and set forth specified in the Merger Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation Subject to 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 (the "“Closing"”) shall take place at on July 1, 2008. If on July 1, 2008 such conditions have not been so satisfied or waived, then the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent Closing shall take place as promptly as practicable thereafter (and the Company (the "Closing Date"), which date shall be no later than the fifth business day in any event within two Business Days) after the last to be satisfied or waived satisfaction or, if permissible, waiver of the conditions set forth in Sections Article 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to terms cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditions). Subject The Closing of the transactions contemplated by this Agreement shall take place at the offices of A▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Houston, Texas, at 8:00 a.m., Houston time, on the date of the Closing, or at such other place and time as BE&K and KBR shall agree. As part of the Closing, the Parties shall cause the Merger to the provisions of this Agreement, be consummated by duly 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 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 or in such other form as is required by, and executed in accordance with the relevant provisions of, the DGCL (the date and time of such filing being the “Effective Time”) and as may be mutually agreed upon to by Parent BE&K and KBR. The date of the Company and set forth in Closing is herein called the Certificate of Merger (the "Effective Time")“Closing Date”.

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated pursuant to Section 8.01 hereof, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall will take place no later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing), at the offices of ▇▇▇▇▇▇▇▇ Godward llp, & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. or on a such other date as agreed to be designated in writing by Parent and the Company (Company; provided, that the "Closing shall occur no earlier than September 12, 2018. The date upon which the Closing actually occurs is referred to herein as the “Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at .” Concurrently with the Closing, but subject the Parties shall cause the Merger to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, be consummated by filing a certificate of merger satisfying (the applicable requirements “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the "Certificate date and time of Merger") shall be duly executed on behalf of the Company and simultaneously with the Closing delivered to acceptance by the Secretary of State of the State of Delaware for of such filing. The Merger shall become effective upon the , or, if another date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or is specified in such other filing, such specified date and time as may be mutually agreed upon by Parent and time, being the Company and set forth in the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇Procter LLP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 9:00 a.m. on a date local time as soon as practicable following the Offer Acceptance Time, subject to be designated the satisfaction or, to the extent permitted by Parent and applicable Law, the Company (waiver of the "Closing Date")conditions set forth in Article 7 by the parties entitled thereto, which date shall be but in any event no later than the fifth second (2nd) business day after the satisfaction or such waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and Article 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed on behalf of by the Company and simultaneously and, concurrently with or as soon as practicable following the Closing Closing, delivered to the Secretary of State of the State of Delaware for filing. 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 such other later date and time as may be mutually is agreed upon in writing by Parent the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and set forth the Purchaser, all as provided in the Certificate of Merger (the "Effective Time").DGCL. 2.4

Closing; Effective Time. The consummation (a) Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than five (5) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms hereof) of the conditions set forth in Article 6, at the offices of W▇▇▇▇▇ S▇▇▇▇▇▇ Godward llpG▇▇▇▇▇▇▇ & R▇▇▇▇▇, Professional Corporation, 6▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ -▇▇▇▇, ▇▇▇ ▇▇▇▇▇unless another place or time is agreed to by Parent, ▇▇▇▇▇▇▇▇▇▇the Company and the Signatory Stockholders. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” (b) At the Closing, at 10:00 a.m. on a date the parties shall (i) deliver the agreements, instruments, certificates, opinions and other documents required to be designated delivered at or prior to the Closing pursuant to Article 6 and (ii) cause the Merger to be consummated by filing a certificate of merger, in customary form and substance reasonably acceptable to Parent and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, 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 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 in accordance with the relevant provisions of the DGCL (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such other date and later time as may be mutually agreed upon to by Parent and the Company parties and set forth in the Certificate of Merger (being referred to herein as the "“Effective Time"”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement A closing (the "“Closing"”) shall take place be held at the offices of ▇Wachtell, Lipton, ▇▇▇▇▇ Godward llp& ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇.▇▇▇▇. ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent and or such other place as the Company (the "Closing Date")parties hereto may agree, which date shall be as soon as practicable but no later than the fifth second business day after following the last to be satisfied or waived of the date upon which all conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, or at such conditionsother date as CWT and Navigant may agree (such date, the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "Certificate of Merger") shall be duly executed As promptly as possible on behalf of the Company and simultaneously with the Closing delivered Date, the parties hereto shall cause the Merger to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the be consummated by filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) in such form as is required by and executed in accordance with Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State or at such other date and later time as may shall be mutually agreed upon by Parent CWT and the Company Navigant and set forth specified in the Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement hereby (the "“Closing"”) shall take place on a date as soon as practicable, but no later than two Business Days, after the satisfaction or waiver of each of the conditions set forth in ARTICLE V hereof (except for those which are by their nature satisfied at the Closing), or at such other time as the parties hereto agree (the “Closing Date”); provided, that the Closing shall not occur until after the Company has regularly prepared its balance sheet dated as of October 31, 2013. The Closing shall take place at the offices of ▇▇DLA Piper LLP (US), ▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at 10:00 a.m. on a date to be designated by Parent such other location as the parties hereto agree. On the Closing Date, Merger Sub and the Company (the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, duly execute a certificate of merger satisfying in the applicable requirements of the DGCL form attached hereto as Exhibit D (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 for filing. The Merger shall become effective upon the date and time of the filing of the file such Certificate of Merger with the Secretary of State of the State of Delaware or in accordance with the DGCL. The Merger shall become effective at such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been examined by and received the endorsed approval of the Secretary of State of the State of Delaware (the "“Effective Time"”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇▇ Godward llp▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇, ▇ at 10:00 a.m. local time on a date to be designated by Parent and the Company Parties (the "“Closing Date"”), which date shall be but no later than the fifth business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Articles 5 and 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to cannot be satisfied at prior to the Closing, but subject to the satisfaction or waiver of such conditionsthose conditions at the Closing). Subject to the provisions of this Agreement, as soon as reasonably practicable on the Closing Date the Parties shall file 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 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 pursuant to the applicable provisions of the DGCL (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or such other date and time as may be mutually agreed upon recordings required under the DGCL in 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 Company filing of the Certificate of Merger or at such later time as is agreed by the Parties hereto and set forth 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. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇ Godward llp10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇New York City time, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated specified by Parent and the Company (the "Closing Date")parties hereto, which date shall be no later than the fifth business day second Business Day after the last to be satisfied satisfaction or waived waiver of all of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived ARTICLE VII hereof (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditionsconditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto. Subject The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) Upon the terms and subject to the provisions conditions of this Agreement, a certificate as soon as practicable on the Closing Date, the parties shall cause the merger to be consummated by filing (i) articles of merger satisfying substantially in the applicable requirements of the DGCL form attached hereto as Exhibit C (the "Certificate “Articles 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 Washington for filing. The filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger shall become effective upon and (ii) a certificate of merger (the date and time of the filing of the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware and by making all other filings or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective Time").recordings required under the

Closing; Effective Time. The consummation 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 transactions contemplated by this Agreement conditions set forth in Article VII, the closing of the Merger (the "“Closing"”) shall take place (a) at the offices of ▇▇▇▇▇▇▇▇▇ Godward llpTraurig, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. a.m., New York time, on a such date to be designated by Parent and as the Company (and Parent shall mutually agree following the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of such those conditions), or if the parties do not so agree, on the third Business Day following satisfaction of such conditions or (b) at such other place, date or time as may be mutually agreed in writing by the parties. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements The date of the DGCL Closing is referred to herein as the “Closing Date.” At the Closing, the parties hereto shall cause the Articles of Merger to be filed with, delivered in the manner required by the MGCL to, and accepted for record by, the Maryland State Department of Assessments and Taxation (the "Certificate of Merger"“Department”) and shall make all other filings and recordings required under the MGCL. The “Effective Time” shall be duly executed on behalf the later of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon (a) the date and time of the filing acceptance for record of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Department or (b) such other date and later time as may be mutually agreed upon by Parent each of the parties hereto and the Company and set forth specified in the Certificate Articles of Merger (the "Effective Time")Merger.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇ Godward llp▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇ at 10:00 a.m. on a date to be designated mutually agreed upon by Parent and the Company (the "Closing DateCLOSING DATE"), which date shall be no later than the fifth third (3rd) business day after the last to be satisfied or waived of the conditions set forth in Sections Section 6 and 7 shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or such other time as Parent and the Company shall mutually agree. Subject to the provisions of this Agreement, a the certificate of merger satisfying in the applicable requirements 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 "Certificate of Merger") 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 and the Secretary of State of the State of Georgia, respectively, for filing. The Merger shall become effective upon as of the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Delaware Certificate of Merger and the Georgia Certificate of Merger (the "Effective TimeEFFECTIVE TIME").

Closing; Effective Time. The consummation Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the transactions contemplated by this Agreement DGCL, The closing of the Merger (the "“Closing"”) shall will take place at the offices of ▇▇Ropes & ▇▇▇▇ Godward llpLLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇1211 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇▇New York, ▇▇▇▇▇▇▇▇▇▇promptly, at 10:00 a.m. on a date to be designated by Parent and the Company (the "Closing Date"), which date shall be but in no event later than the fifth business day second (2nd) Business Day, after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver of such conditionsconditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. Subject At the Closing, the parties hereto will cause the Merger to the provisions of this Agreement, 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 for filing. The Merger shall become effective upon Delaware, in such form as required by, and executed 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 Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth 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 will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the "“Closing"”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Godward llp& ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 7:00 a.m. (local time) on a the date to be designated by Parent and the Company which is two (the "Closing Date"), which date shall be no later than the fifth business day 2) Business Days after the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6 and 7 Article IX shall have been so satisfied or waived (other than the Distribution and those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of thereof) or such conditions)other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger satisfying and provided this Agreement has not theretofore been terminated pursuant to its terms, the applicable requirements of parties shall cause the DGCL (the "Merger Certificate of Merger") shall to be executed and duly executed on behalf of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware submitted 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 in accordance with the applicable provisions of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such other date and later time as may be mutually agreed upon by Parent ▇▇▇▇▇▇▇▇ and the Company in writing and set forth specified in the Merger Certificate of Merger (the "“Effective Time"”).

Closing; Effective Time. The consummation 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 transactions contemplated by this Agreement conditions set forth in Article VII, the closing of the Merger (the "“Closing"”) shall take place (a) at the offices of ▇▇▇▇▇▇▇▇▇ Godward llpTraurig, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. a.m., New York time, on a such date to be designated by Parent and as the Company (and Parent shall mutually agree following the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 and 7 shall have been so satisfied or waived Article VII (other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of such those conditions), or if the parties do not so agree, on the third Business Day following satisfaction of such conditions or (b) at such other place, date or time as may be mutually agreed in writing by the parties. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements The date of the DGCL Closing is referred to herein as the “Closing Date.” At the Closing, the parties hereto shall cause the Articles of Merger to be filed with, delivered in the manner required by the MGCL to, and accepted for record by, the Maryland State Department of Assessments and Taxation (the "Certificate of Merger"“Department”) and shall make all other filings and recordings required under the MGCL. The “Effective Time” shall be duly executed on behalf the later of the Company and simultaneously with the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon (a) the date and time of the filing acceptance for record of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Department or (b) such other date and later time as may be mutually agreed upon by Parent each of the parties hereto and the Company and set forth specified in the Certificate Articles of Merger (the "Effective Time")Merger.

Closing; Effective Time. (a) The consummation closing of the transactions contemplated Consolidation will take place at 10:00 a.m. on a date to be specified by this Agreement the parties, which (subject to satisfaction or waiver of the conditions set forth in Sections 6.2 and 6.3) shall be no later than the fifth day after satisfaction or waiver of the conditions set forth in Section 6.1 (the "ClosingCLOSING DATE") shall take place ), at the offices of Proskauer, Rose, Goet▇ & ▇▇▇▇▇▇ Godward llp, ▇▇▇▇ ▇▇▇end▇▇▇▇▇▇ ▇▇▇, 1585 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a ▇▇less another date or place is agreed to be designated by Parent and the Company parties hereto. (b) As soon as practicable following the "Closing Date"), which date shall be no later than the fifth business day after the last to be satisfied satisfaction or waived waiver of the conditions set forth in Sections 6 Article VI, Vornado Sub and 7 the Operating Partnership shall have been so satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, file a certificate of merger satisfying the applicable requirements of the DGCL or other appropriate documents (the "Certificate of MergerCERTIFICATE OF MERGER") shall be duly executed on behalf of the Company and simultaneously in accordance with the Closing delivered to DGCL and shall make all other filings or recordings required under the Secretary of State of the State of Delaware for filingDGCL. The Merger Consolidation 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 at such other date later time which Vornado, the Operating Partnership and time as may be mutually Mendik/FW LLC have agreed upon by Parent and designated in such filing in accordance with applicable law (the Company time the Consolidation becomes effective being the "EFFECTIVE TIME"), it being understood that the parties shall cause the Effective Time to occur on the Closing Date. (c) Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties hereto hereby agree and understand that the Transactions may occur in any order and that each of the Transactions shall be deemed to be effective only as of the Effective Time and only upon the effectiveness of all of the Transactions; provided, as set forth above certain of the Transactions shall be completed prior to certain other of the Transactions in order (i) to maintain the separate legal existence of the various entities participating in the Certificate of Merger (the "Effective Time").Transactions