Common use of Closing; Effective Time Clause in Contracts

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

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 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 Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the third second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Tranzyme and Merger Partner the Company may mutually agree in writing, provided that if all the conditions set forth in Sections 6, 7 and 8 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Tranzyme and Merger Partnerthe Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Tranzyme and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement8.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, Section 7 and 8 of this AgreementSchedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury W▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 2▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇, or by the electronic exchange of documents, as promptly as practicable following the Acceptance Time (but in no event later than the third second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 7 and 8Schedule B, 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 Pivot Nikola and Merger Partner Romeo may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated in accordance with Section 251(h) of the DGCL by executing and filing with the Secretary of State of the State of Delaware a Certificate certificate of Merger merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Nikola and Merger PartnerRomeo (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Nikola and Romeo (the time as of which the Merger becomes effective being referred to as the “Effective Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Romeo Stockholders, in accordance with Section 251(h) of the DGCL.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement8.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, Section 7 and 8 of this AgreementSchedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇, or by the electronic exchange of documents, as promptly as practicable following the Acceptance Time (but in no event later than the third second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, Section 7 and 8Schedule B, 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 Pivot Nikola and Merger Partner Romeo may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated in accordance with Section 251(h) of the DGCL by executing and filing with the Secretary of State of the State of Delaware a Certificate certificate of Merger merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Nikola and Merger PartnerRomeo (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Nikola and Romeo (the time as of which the Merger becomes effective being referred to as the “Effective Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Romeo Stockholders, in accordance with Section 251(h) of the DGCL.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject to the provisions of Section 9.1 Article VII, the closing of this Agreementthe Merger (the “Closing”) will take place at 10:00 a.m., and New York time, as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or (to the extent permitted by law) waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York (or the Closing may take place at such other place or at such other date as Parent and the Company may mutually agree in writing); provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this AgreementArticle VII, the consummation parties will not be required to effect the Closing until the earlier to occur of (a) a date specified by Parent on at least three (3) Business Days’ notice to the Company and (b) the final day of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California, as promptly as practicable (but in no event later than the third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot and Merger Partner may mutually agree in writingCompletion Period. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At ”. Prior to the Closing, Parent shall prepare and on the Parties hereto Closing Date the Surviving Corporation shall cause the Merger to be consummated by executing and filing an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a Certificate of Merger with respect to Georgia, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL GBCC (the date and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Georgia, or at such later time as may be is specified in such the Certificate of Merger with and as is agreed to by the consent of Merger Partner (the time as of which the Merger becomes effective parties, being referred to as the “Effective Time”)) and the parties shall make all other filings or recordings required under the GBCC in connection with the Merger, including publication of the notice of merger contemplated by Section 14-2-1105.1 of the GBCC.

Closing; Effective Time. 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 (a) The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP10:00 a.m., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, CaliforniaNew York City time, as promptly soon as commercially practicable (but following the Offer Closing, and in no event later than the third (3rd) Business Day following the satisfaction or waiver of the last to be satisfied or waived date on which all of the conditions set forth in Sections 6, 7 and 8, Article VII are satisfied or (to the extent permitted by Law) 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 satisfaction or (to the extent permitted by Law) waiver of each of such conditionsconditions at the Closing), or at such other the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date and or place as Pivot and Merger Partner may mutually agree is agreed to in writingwriting by the parties hereto. The date on which the Closing actually takes place occurs is referred to herein as the “Closing Date.” At ” (b) Upon the Closingterms and subject to the conditions set forth in this Agreement, on the Closing Date, the Parties parties hereto shall cause file a certificate of merger (the Merger to be consummated by executing and filing “Certificate of Merger”) with the office of the Secretary of State of the State of Delaware a Certificate of Merger with respect to and shall make all other filings or recordings required under the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDGCL. The Merger shall become effective on such date and at such time as the time of the filing of such Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later subsequent date and time as may be agreed in writing by Parent and the Company and specified in such the Certificate of Merger with the consent of Merger Partner (the Merger. The date and time as of at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1 of this Agreement, terms and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation closing of the Merger Transactions (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇ ▇▇▇▇, California▇▇▇ ▇▇▇▇▇▇▇, as promptly as practicable ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (but in no event later than Pacific Time) on the third date that is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6, 7 and 8, Article XI shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted hereunder, waiver of each of such those conditions), ) or at such other time, date time and place as Pivot Acquiror, the Panavision Holder Representative and Merger Partner the SIM Holder Representative may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Upon the Closingterms and subject to the conditions set forth in Article XI, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Parties hereto Closing Date, Acquiror, Panavision Acquisition Sub and Panavision shall cause the Certificate of Merger to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements as provided in Section 251 of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDGCL. The Merger shall become effective at the time of when the filing of such Certificate of Merger with has been accepted for filing by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Acquiror and Panavision in writing and specified in such the Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement8, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Menlo Park, CaliforniaLLP, as promptly as practicable (but in no event later than the third second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Articles 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Organovo and Merger Partner Buyer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Organovo and Merger PartnerBuyer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Organovo and Buyer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 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 The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇▇, California▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (Atlanta Time) on a date to be designated by Parent, as promptly as practicable (but in which shall be no event later than the third later to occur of (i) the fifth Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature set forth in Sections 6.6(e), 6.6(f) and 7.4, which are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) or (ii) May 31, 2015 (provided, however, upon completion of the Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other time, time and/or date as Parent and place as Pivot and Merger Partner the Company may mutually agree in writingjointly designate. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, the Parties parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) conforming to the requirements of the DGCL to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDelaware. The Merger shall become effective at as of the time of that the filing of such Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in such the Certificate of Merger in accordance with the consent of Merger Partner DGCL (the effective time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Preferred Stock into Common Stock.

Closing; Effective Time. Unless this Agreement another time, date or place is earlier terminated pursuant agreed to in writing by 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 Agreementparties hereto, the consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Bond, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, PLLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇▇▇, California, as promptly as practicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (but in or remotely via the electronic exchange of executed documents and other closing deliverables) no event later than the third Business Day following after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 ARTICLE VII and 8, ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each (to the extent permitted hereunder) of such conditions); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in ARTICLE VII and ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing), the Closing shall occur on the earlier of (i) a Business Day before or during the Marketing Period specified by Parent on three (3) Business Days prior written notice to the Company, and (ii) the first Business Day following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver (to the extent permitted hereunder) of all of the conditions set forth in ARTICLE VII and ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such other time, date and place as Pivot and Merger Partner may mutually agree in writingconditions)). The date on which the Closing actually takes place is referred to as the “"Closing Date.” At " Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the NYBCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerNew York. The Merger shall become effective (the "Effective Time") at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware New York or at such later time as may be specified in such Certificate certificate of Merger merger with the consent of Merger Partner (Parent and the time as of which the Merger becomes effective being referred to as the “Effective Time”)Company.

Closing; Effective Time. Unless this Agreement is earlier shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to the provisions of Section 9.1 of this Agreement8.01, and subject to the satisfaction or waiver (where applicable) of the conditions set forth in Sections 6, 7 and 8 of this AgreementArticle VII, the consummation closing of the Merger (the “Closing”) shall take place (a) at the offices of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇▇, PC, Monarch Plaza, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, Menlo Park▇▇▇▇▇▇▇, California▇▇ ▇▇▇▇▇, at 10:00 a.m. local time, on such date as promptly as practicable (but in no event later than the third Business Day REIT II, SSTI and Purchaser shall mutually agree following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 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 each 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 timeplace, date and place or time as Pivot and Merger Partner may be mutually agree agreed in writingwriting by the parties. The date on which of the Closing actually takes place is referred to herein as the “Closing Date.” At the Closing, the Parties parties hereto shall cause the Articles of Merger to be consummated filed with, delivered in the manner required by executing the MGCL to, and filing with accepted for record by, the Secretary Maryland State Department of State of Assessments and Taxation (the State of Delaware a Certificate of Merger with respect to “Department”) and shall make all other filings and recordings required under the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerMGCL. The Merger “Effective Time” shall become effective at be the later of (a) the date and time of the filing acceptance for record of such Certificate the Articles of Merger with the Secretary of State of the State of Delaware Department or at (b) such later time as may be agreed by each of the parties hereto and specified in such Certificate the Articles of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”)Merger.

Closing; Effective Time. Unless this Agreement is earlier 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 Merger (the “Closing”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the third fifth Business Day Day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, 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 Pivot Archemix and Merger Partner NitroMed may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot NitroMed and Merger PartnerArchemix. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by NitroMed and Archemix and specified in such Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 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 The closing of the Merger (the “Closing”) shall take place as promptly as practicable after the execution and delivery of this Agreement by the parties hereto, but no later than two (2) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are satisfied at Closing, but subject to the waiver or fulfillment of those conditions) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇ ▇▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, or at such other time and place as promptly as practicable Parent and the Company shall agree (but in no event later than the third Business Day following the satisfaction or waiver “Closing Date”). The Parties acknowledge and agree that time is of the last essence with respect to be satisfied or waived of the Closing, and will use commercially reasonable efforts to satisfy the conditions set forth in Sections 6, 7 Article VI and 8, other than those conditions that by their nature are to be satisfied at effectuate the Closing, but Closing as promptly as practicable. On the Closing Date and subject to the satisfaction or waiver of each of such conditions), or at such other time, date terms and place as Pivot and Merger Partner may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closingconditions hereof, the Parties hereto shall cause the Merger to be consummated by executing and filing a Certificate of Merger, substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDelaware. The Merger shall become effective at such time as the time of the filing of such Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified Parent and the Company shall agree and specify in such the Certificate of Merger with the consent of Merger Partner (the Merger, such time as of which the Merger becomes effective being referred to herein as the “Effective Time.”).

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

Closing; Effective Time. 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 The closing of the Merger (the “Closing”) shall take place as promptly as practicable after the execution and delivery of this Agreement by the parties hereto, but no later than two (2) business days following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are satisfied at Closing, but subject to the waiver of fulfillment of those conditions) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇ ▇▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, or at such other time and place as promptly as practicable Parent and the Company shall agree (but in no event later than the third Business Day following the satisfaction or waiver “Closing Date”). The Parties acknowledge and agree that time is of the last essence with respect to be satisfied or waived of the Closing, and will use commercially reasonable efforts to satisfy the conditions set forth in Sections 6, 7 Article VI and 8, other than those conditions that by their nature are to be satisfied at effectuate the Closing, but Closing as soon as commercially practicable. On the Closing Date and subject to the satisfaction or waiver of each of such conditions), or at such other time, date terms and place as Pivot and Merger Partner may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closingconditions hereof, the Parties hereto shall cause the Merger to be consummated by executing filing a Certificate of Merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as the Certificate of Merger is duly filed with and filing accepted by the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger, such time being referred to herein as the “Effective Time.” Subject to the provisions of this Agreement, promptly following the Merger, but in no event later than thirty (30) days after the Effective Time, a Certificate of Merger for the Second Merger, satisfying the applicable requirements of the DGCL, shall be duly executed by Merger Sub II and filed with the Secretary of State of the State of Delaware a Certificate of Merger in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”)DGCL.

Closing; Effective Time. 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 The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇▇, California▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (Atlanta Time) on a date to be designated by Parent, as promptly as practicable (but in which shall be no event later than the third later to occur of (i) the fifth Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, (other than those conditions that by their nature set forth in Sections 6.6(e), 6.6(f) and 7.4, which are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) or (ii) March 15, 2015 (provided, however, upon completion of the Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other time, time and/or date as Parent and place as Pivot and Merger Partner the Company may mutually agree in writingjointly designate. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with or as promptly as practicable after the Closing, the Parties parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) conforming to the requirements of the DGCL to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDelaware. The Merger shall become effective at as of the time of that the filing of such Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in such the Certificate of Merger in accordance with the consent of Merger Partner DGCL (the effective time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Preferred Stock into Common Stock.

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

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 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 The consummation of the Merger and the other contemplated Transactions (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ Weil, Gotshal & ▇▇M▇▇▇▇▇ LLP, 2▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇▇▇ ▇▇▇, California▇▇▇▇▇▇, as promptly as practicable ▇▇▇▇▇ or remotely by electronic exchange of documents and signatures at 10:00 a.m. (but in Dallas, Texas time) on a date to be specified by the parties, which shall be no event later than the third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 ARTICLE 9 and 8, ARTICLE 10 (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionsconditions at the Closing), or at such other timetime and date as Parent and the Company may jointly designate; provided, date and place as Pivot and Merger Partner may mutually agree in writingthat the Closing shall not occur on or prior to May 31, 2022. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At Contemporaneously with the Closing, the Parties hereto Company and Merger Sub shall cause a certificate of merger in a form mutually agreed by Parent and the Merger Company (the “Certificate of Merger”) satisfying the applicable requirements of the DGCL to be consummated duly executed by executing the Company and filing filed with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDelaware. The Merger shall become effective at as of the time of that the filing of such Certificate of Merger with is accepted by the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner (the effective time as of which the Merger becomes effective being referred to as the “Effective Time”).

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

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the Transactions herein contemplated have been abandoned pursuant to the provisions of Section 9.1 7.01 of this AgreementAgreement and, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 Article VI of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of ▇H▇▇▇▇▇ & and B▇▇▇▇, LLP, 3▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇▇, California▇▇▇ ▇▇▇▇, as promptly as practicable (but in ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the third three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Parent and Merger Partner Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At On the ClosingClosing Date, the Parties hereto shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), in substantially the form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware a Certificate of Merger Delaware, in such form as required by, and executed in accordance with respect to the Mergerrelevant provisions of, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDGCL. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Parent and Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

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

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to Article VII hereof, the provisions closing of Section 9.1 of this Agreementthe Merger and the other transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m. Pacific Time on a date to be specified by the parties hereto (the “Closing Date”), and subject to which shall be no later than the second (2nd) business day after satisfaction or waiver of the conditions set forth in Sections 6Article VI (other than those conditions that by their terms are to be satisfied at the Closing), 7 and 8 of this Agreement, unless another time or date is agreed to by the consummation of the Merger (the “Closing”) parties hereto. The Closing shall take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP located at ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇▇, California▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions)▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time, date and place as Pivot and Merger Partner may mutually agree in writing. The date on which the Closing actually takes place is referred to location as the “Closing Date.” parties hereto shall mutually agree. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger substantially in the form of Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a Certificate of Merger (the “Delaware Secretary”), in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at (the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware filing, or at such later time as may be agreed to in writing by the parties hereto and specified in such the Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective Merger, being referred to herein as the “Effective Time”). If the Delaware Secretary requires any changes to the Certificate of Merger as a condition to filing or issuing a certificate to the effect that the Merger is effective, Parent, Merger Sub and the Company shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant Subject 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 AgreementArticle VII, the consummation closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇ ▇▇▇▇, California▇▇▇ ▇▇▇▇, as promptly soon as practicable (practicable, but in no event later than the third Business Day following business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Article VII (excluding conditions that, 7 and 8, other than those conditions that by their nature are to terms, cannot be satisfied at until the Closing, but the Closing shall be subject to the satisfaction or waiver of each of such those conditions); provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, Holdings and Merger Sub shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period specified by Holdings on no less than three business days’ notice to the Company and (b) the final day of the Marketing Period (or the Closing may be consummated at such other time, place or on such other date as Holdings and place as Pivot and Merger Partner the Company may mutually agree in writingagree). The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” ”. At the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a Certificate of Merger with respect to Delaware, in such form as required by, and executed in accordance with, the Merger, satisfying the applicable requirements relevant provisions of the DGCL (the date and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be is specified in such the Certificate of Merger with and as is agreed to by the consent of Merger Partner (the time as of which the Merger becomes effective parties hereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL or other applicable law in connection with the Merger.

Closing; Effective Time. 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 The consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇▇▇ ▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable (practicable, but in any event no event later than the third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of date on which all the conditions set forth in Sections 6, 7 and 8, Article V are satisfied or waived (other than those conditions that by their nature terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver of each (if permitted hereunder) of such conditionsconditions at the Closing), or at such other timelocation, date and place time as Pivot agreed by Parent and Merger Partner may mutually agree in writingthe Company. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Under the Closingterms and subject to the conditions of this Agreement, a certificate of merger that the Parties hereto shall cause agree satisfies the Merger to applicable requirements of the DGCL (the “Certificate of Merger”) shall be consummated duly executed by executing the relevant Parties thereto and filing shall be filed with the Secretary of State of the State of Delaware a Certificate of Merger concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in such the Certificate of Merger with the consent of Merger Partner (the time as of at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 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 Merger (the “Closing”) shall take place at the offices of ▇C▇▇▇▇▇ & Godward LLP, 4▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, Menlo Park, California▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the third fifth Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Axonyx and Merger Partner TorreyPines may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Axonyx and Merger PartnerTorreyPines. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner TorreyPines (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement another time, date or place is earlier terminated pursuant agreed to in writing by 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 Agreementparties hereto, the consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Bond, S▇▇▇▇▇▇▇▇ & K▇▇▇, PLLC, O▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇▇▇, California, as promptly as practicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (but in or remotely via the electronic exchange of executed documents and other closing deliverables) no event later than the third Business Day following after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 ARTICLE VII and 8, ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each (to the extent permitted hereunder) of such conditions); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in ARTICLE VII and ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing), the Closing shall occur on the earlier of (i) a Business Day before or during the Marketing Period specified by Parent on three (3) Business Days prior written notice to the Company, and (ii) the first Business Day following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver (to the extent permitted hereunder) of all of the conditions set forth in ARTICLE VII and ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such other time, date and place as Pivot and Merger Partner may mutually agree in writingconditions)). The date on which the Closing actually takes place is referred to as the “"Closing Date.” At " Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the NYBCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing filed with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerNew York. The Merger shall become effective (the "Effective Time") at the time of the filing of such Certificate certificate of Merger merger with the Secretary of State of the State of Delaware New York or at such later time as may be specified in such Certificate certificate of Merger merger with the consent of Merger Partner (Parent and the time as of which the Merger becomes effective being referred to as the “Effective Time”)Company.

Closing; Effective Time. 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 The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPoccur on October 31, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇2014, Menlo Park, California, as promptly as practicable (but in no event later than the third Business Day following unless the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 6 and 7 and 8, has not occurred by that date (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such conditions), in which case the Closing shall occur no later than the second business day after last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and place as Pivot and Merger Partner may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At The Closing shall take place either (a) in person, in which case, the Closing shall take place at the offices of ▇▇▇▇▇▇ LLP, 3175 Hanover Street, Palo Alto, California, or (b) remotely by electronic or facsimile transmissions, in either case, commencing at 10:00 a.m., California time on the Closing Date, or at such other time or such other place as Parent and the Company may mutually agree. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and otherwise satisfactory in form and substance to Parent and the Company shall be duly executed by the Company (the “Certificate of Merger”) and, concurrently with or as soon as practicable following the Closing, the Parties hereto shall cause the Merger be delivered to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger Partnerfor filing. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 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 Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇Latha▇ & ▇▇tki▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇140 S▇▇▇▇ ▇▇▇▇▇, Menlo Park, California, as promptly as practicable (but in no event later than the third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Tigris and Merger Partner Potomac may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Tigris and Merger PartnerPotomac (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Tigris and Potomac (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the Transactions herein contemplated have been abandoned pursuant to the provisions of Section 9.1 7.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of DLA Piper LLP, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇▇▇ ▇▇▇▇, California▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties which, subject to the terms of Section 1.10, will be no event later than the third three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Parent and Merger Partner Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties hereto shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerLaw. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Parent and Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to otherwise mutually agreed in writing between Parent and 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 AgreementCompany, the consummation of the Merger Closing will be held (the “Closing”i) shall take place at the offices of M▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ LLP, 7▇ ▇. ▇▇▇▇▇▇ Drive, Menlo ParkChicago, CaliforniaIllinois 60606, as promptly as practicable (but in no event later than the third Business Day at 9:00 a.m., local time, following the satisfaction or waiver of the last to be satisfied or waived all of the conditions set forth in Sections 6, 7 and 8, Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) in accordance with this Agreement; provided that (A) the parties hereto shall use their respective reasonable best efforts to cause the Closing to occur on (or before, if the parties so agree) December 28, 2010 and (B) after December 28, 2010, in the event the Closing shall not have occurred on December 28, 2010, the Closing shall occur on the third Business Day following the satisfaction or waiver of each all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) in accordance with this Agreement or (ii) at such conditions), other place or at such other time, time or on such other date as Parent and place as Pivot and Merger Partner the Company may mutually agree upon in writing. The date on which the Closing actually takes place is held is referred to herein as the “Closing Date.” At ”. On the ClosingClosing Date, Parent, Merger Sub and the Parties hereto Company shall cause the Merger to be consummated by executing and filing with articles of merger (the “Articles of Merger”) in the office of the Secretary of State of the State of Delaware a Certificate of Merger Iowa executed in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerIBCA. The Merger shall become effective at term “Effective Time” means the date and time of the filing of such Certificate the Articles of Merger with in the office of the Secretary of State of the State of Delaware Iowa (or at such later time as may be agreed by each of the parties in writing and specified in such Certificate the Articles of Merger in accordance with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”IBCA).

Closing; Effective Time. 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 The consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇▇▇ ▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable (practicable, but in any event no event later than the third Business Day following after the satisfaction or waiver of the last to be satisfied or waived of date on which all the conditions set forth in Sections 6, 7 and 8, Article V are satisfied or waived (other than those conditions that by their nature terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver of each (if permitted hereunder) of such conditionsconditions at the Closing), or at such other timelocation, date and place time as Pivot agreed by Parent and Merger Partner may mutually agree in writingthe Company. The date on which the Closing actually takes place is referred to as the “Closing Date.” At Under the Closingterms and subject to the conditions of this Agreement, a certificate of merger that the Parties hereto shall cause agree satisfies the Merger to applicable requirements of the DGCL (the “Certificate of Merger”) shall be consummated duly executed by executing the relevant Parties thereto and filing shall be filed with the Secretary of State of the State of Delaware a Certificate of Merger concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in such the Certificate of Merger with the consent of Merger Partner (the time as of at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6Articles VI, 7 VII and 8 VIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the third second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6Articles VI, 7 VII and 8VIII to be satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Castle and Merger Partner the Company may mutually agree in writing, provided that if all the conditions set forth in Articles VI, VII and VIII shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Castle and Merger Partnerthe Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with as mutually agreed between Castle and the consent of Merger Partner Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

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

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the Transactions herein contemplated have been abandoned pursuant to the provisions of Section 9.1 7.01 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 Article VI of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of ▇H▇▇▇▇▇ & and B▇▇▇▇, LLP, 3▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇▇, California▇▇▇ ▇▇▇▇, as promptly as practicable (but in ▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the third three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Parent and Merger Partner Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties hereto shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerLaw. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Parent and Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to (a) In accordance with the provisions of Section 9.1 of this Agreement, terms and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation closing of the Merger (the “Closing”) shall take place at electronically by the offices mutual exchange of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California, as promptly as practicable electronic signatures (but in no event later than including portable document format (.PDF)) on the third date which is two (2) Business Day following Days after the satisfaction or waiver of the last to be satisfied or waived of the first date on which all conditions set forth in Sections 6Article IX shall have been satisfied or, 7 and 8to the extent legally permissible, waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent legally permissible, waiver thereof) or waiver of each of such conditions), or at such other time, date time and place as Pivot Acquiror and Merger Partner the Company may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” At For the Closingavoidance of doubt, the Parties hereto Closing shall occur after the consummation of the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event. (b) Subject to the satisfaction or, to the extent legally permissible, waiver of all of the conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be consummated by executing executed and duly submitted for filing with the Secretary of State of the State of Delaware a Certificate of Merger in accordance with respect to the Merger, satisfying the applicable requirements provisions of the DGCL and in a form reasonably acceptable to Pivot and Merger PartnerDGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of such Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by ▇▇▇▇▇▇▇▇ and the Company in writing and specified in such Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as Certificate (the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant (a) Subject to the provisions of Section 9.1 of this Agreement, terms and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation closing of the Merger (the “Closing”) shall take place at 10:00 a.m. New York time at the offices of Gesmer ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇▇▇, California▇▇, as promptly as practicable ▇▇ the date that is no more than two (but in no event later than the third 2) Business Day Days following the satisfaction or waiver of date on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Section 10 have been Table of Contents satisfied or waived in accordance with this Agreement (other than those conditions that by their nature are to be satisfied or waived at the Closing, or are expected to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditionsthereof), or at such other time, time and date and or at such other place as Pivot and Merger Partner the parties may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingterms and conditions of this Agreement, at the Closing and in order to effect the Merger, the Parties hereto parties shall file, or cause the Merger to be consummated by executing and filing filed, with the Secretary of State of the State of Delaware a Certificate certificate of Merger with respect to merger that has been duly executed and acknowledged in accordance with, and in such form as required by, the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Pivot and Merger Partner(the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may be specified mutually determined by the parties and set forth in such the Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred herein to as the “Effective Time”).

Closing; Effective Time. Unless The closing of the transactions contemplated by 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 Merger (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park▇▇▇ ▇▇▇▇▇, California▇▇▇▇▇▇▇▇▇▇, or at such other location as promptly as practicable (but in no event later than the third Business Day Parties hereto agree, at 10:00 a.m., local time, on the first business day following the satisfaction or waiver of day on which the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, Article VI shall have been fulfilled or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each fulfillment of such those conditions), ) or at such other time, date time and place as Pivot Calando and Merger Partner may mutually Insert shall agree in writing. The date on which the Closing actually takes place is referred to as (the “Closing Date.” At ”). On the ClosingClosing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by executing and filing a Certificate of Merger, in substantially the form attached hereto as Exhibit C (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot and Merger Partner. The Merger shall become effective at the (such time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”).. Effective as of the Effective Time and pursuant to the terms of the Certificate of Merger, Insert shall change its name and shall thereafter be referred to as “Calando Pharmaceuticals, Inc.”

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement8, the consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇LLP, ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Menlo Park▇▇▇▇ ▇▇▇▇, California▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the third second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections Articles 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Pivot Lpath and Merger Partner Buyer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger Contemplated Transactions to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Pivot Lpath and Merger PartnerBuyer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Merger Partner Lpath and Buyer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).