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 ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (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 ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York7:00 a.m., New York City time, on a date to be designated specified by Parent and the Company (the “Closing Date”)parties, which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law) waiver of such conditions at the Closing), at the Closing (offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date or after place is agreed to in writing by the parties hereto. The date on which the Closing with respect occurs is referred to herein as the “Closing Date.” (b) Subject to the Merger Certificate). At terms and conditions of this Agreement, as soon as practicable on or immediately prior to the Closing Date, each of Foamix and Menlo Merger Sub shall (and the Company Menlo shall eachcause Menlo Merger Sub to), in coordination with each other, deliver to inform the Registrar of Companies of the State of Israel (the “Israeli Registrar a notice (each, a “Merger Noticeof Companies”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law and this Agreement have been met and requesting that (together with any other documentation required to be submitted to the Israeli Registrar of Companies, whether under this Agreement or the Merger Proposal, by the Israeli Companies Registrar or otherwise) and setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Israeli Registrar of Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties that the Merger shall be declared effective and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date or the immediately following Business Day.

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP9:00 a.m., 1290 Avenue of the AmericasEastern time, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after following the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the Closing (offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or after place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to the Merger Certificatein the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). At the Closing Date, Merger Sub and the Company shall each, in coordination accordance with each otherthe relevant provisions of the DGCL, deliver to the Companies Registrar a notice and (each, a “Merger Notice”ii) informing the Companies Registrar that all conditions articles of merger with respect to the Merger under in the Israeli Companies Law have been met form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and requesting that filed with the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Tennessee (the “Tennessee Secretary of State”), in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law (the “Merger Certificate”)TBCA. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate in accordance with Section 323(5) of the Israeli Companies Law (the Merger. The date and time at which when the Merger becomes shall become effective is herein referred to as the “Effective Time.”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on 9:00 p.m. (Hong Kong time) at a date venue to be designated agreed upon by Parent and the Company (the “Closing Date”), which shall be no later than on the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII, provided that, notwithstanding the satisfaction or waiver of all of the conditions set forth in ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), if the Marketing Period has not ended, the Closing shall not be required to occur until the earlier of (a) a Business Day during the Marketing Period specified by Parent on no fewer than three (3) Business Days’ prior written notice to the Company and (b) the next Business Day after the final day of the Marketing Period but subject, in the case of each of clauses (a) and (b), to the continued satisfaction or written waiver thereof (where permissible) of the conditions set forth in ARTICLE VIII (other than those conditions that by 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, time or place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At On the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law date (the date and time at which the Merger becomes effective is herein referred to as being the “Effective Time”)) specified in the Plan of Merger in accordance with the CICL.

Closing; Effective Time. The consummation Upon the terms and conditions set forth herein, the closing of the transactions contemplated by this Agreement Merger (the “Merger Closing”) shall will take place (a) if the Offer Closing shall have not occurred at or prior to the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPMerger Closing, 1290 Avenue of the Americas, New York10:00 a.m., New York City time, on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third second Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law) waiver of those conditions), at or (b) if the Offer Closing shall have occurred on or prior to the Merger Closing, on the date of, and immediately following the Offer Closing (or after the Top-Up Closing if the Top-Up has been exercised), in either case at the offices of DLA Piper LLP (US) located at 1251 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and notwithstanding Section 5.3, unless another time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Notwithstanding the preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver in writing of those conditions if permissible under applicable Law), or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger Go-Shop Period End Date in accordance with Section 323(5) the provisions of the Israeli Companies Law last sentence of Section 5.4(b), then the Merger Closing shall occur instead on the date following the satisfaction or waiver of such conditions (subject to the satisfaction or waiver of such conditions on that date) that is the earlier to occur of (i) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days prior notice to the Company and (ii) the Business Day immediately following the final Business Day of the Marketing Period, or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of last sentence of Section 5.4(b), no earlier than five (5) Business Days following the earlier to occur of (x) the termination of discussions with such Qualified Go-Shop Bidder or (y) the fifteenth (15th) day following the Go-Shop End Date, and such date shall be deemed the Merger Closing Date. Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Merger CertificateCertificate of Merger”)) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, date and time of the Merger Certificate in accordance with Section 323(5) filing of the Israeli Companies Law Certificate of Merger with the Office of 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 time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation Upon the terms and subject to the conditions set forth herein, unless this Agreement has been previously terminated pursuant to its terms, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at on the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date and time to be designated jointly by Parent Purchaser and the Company (the “Closing Date”)Company, which shall be (a) no later than the third three (3) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, date on which each of the conditions set forth in Sections 7.1 and 7.2 Article IX has been satisfied or, if permitted, waived by the Party entitled to the benefits of such condition (other than those any conditions that by their nature are to can only be satisfied at on the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing)Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to the benefits of such conditions), or waiver thereof by the party who is entitled to waive (b) at such conditions and to the extent permitted by Lawother date, at the Closing (time or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Purchaser and the Company may agree (such date on which the Closing occurs, the “Closing Date”). The Closing shall eachoccur remotely by exchange of documents and signatures via email or other manner as may be mutually agreed upon by Purchaser and the Stockholder Representative. Concurrently with the Closing, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Company and Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue Sub shall file a certificate evidencing of merger satisfying the completion applicable requirements of the Merger in accordance DGCL with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware in the form attached as Exhibit E hereto (the “Merger CertificateCertificate of Merger”)) and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective upon at the issuance by Effective Time. As used herein, the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the term “Effective Time”” means the time of the filing of the Certificate of Merger (or such later time as Purchaser and the Company may agree and specify in the Certificate of Merger).

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 Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, 1290 Avenue of the Americas▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, New York▇▇▇ ▇▇▇▇, New York on a date to be designated by Parent and the Company ▇▇, ▇▇▇▇▇, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Innovate and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Innovate shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, New York▇▇▇▇▇▇▇▇▇▇▇, New York on a date to be designated by Parent and the Company ▇▇ ▇▇▇▇▇ at 10:00 a.m. (the “Closing Date”Minneapolis time), which shall be or at such other place, date and time, or in such other manner, as the Parties hereto may agree in writing (including by electronic exchange of Closing documents in lieu of an in-person Closing), as promptly as practicable following, but in any event no later than the third second (2nd) Business Day after after, the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article VII (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions); provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver thereof of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the party who is entitled to waive such conditions and Closing, but subject to the extent permitted by Lawsatisfaction or waiver of such conditions), at the Closing shall occur on the earlier of (or after x) a date during the Marketing Period specified by Parent in writing on no fewer than two (2) Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing and, if the Debt Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (y) the second (2nd) Business Day following the last day of the Marketing Period. The date on which the Closing with respect occurs is the “Closing Date”. Subject to the provisions of this Agreement, (i) articles of merger satisfying the applicable requirements of the MBCA (the “Articles of Merger”) shall be duly executed by Merger Certificate). At Sub and the Closing DateCompany and (ii) Parent, Merger Sub and the Company shall each, in coordination with each other, deliver cause the Articles of Merger to be delivered to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger in accordance State of Minnesota for filing concurrently with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Closing. The Merger shall become effective on the Closing Date upon the issuance filing of the Articles of Merger with the Secretary of State of the State of Minnesota or such later time on the Closing Date as is agreed upon in writing by the Companies RegistrarParties hereto and specified in the Articles of Merger (such time on the Closing Date, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ LLPat 10:00 a.m. (New York City time), 1290 Avenue or at such other place, date and time as the parties hereto may agree in writing, as promptly as practicable following the consummation of the AmericasOffer, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL will be duly executed by the party who is entitled Company and Parent, Purchaser and the Company will cause such certificate to waive such conditions and be delivered to the extent permitted by Law, at Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and concurrently with the Closing. The Merger will become effective on the Closing (Date upon the filing of such certificate of merger with the Secretary of State of the State of Delaware or after such later time on the Closing with respect to Date as is agreed upon in writing by the Merger Certificate). At parties hereto and specified in the certificate of merger (such time on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation will possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇, 1290 Avenue of the Americas▇▇▇▇ ▇▇▇▇, New York▇▇ ▇▇▇▇▇, New York on a date to be designated by Parent and the Company as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Articles 6, 7 and 7.2 (8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Lpath and Buyer may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the 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 Certificate). At Merger, satisfying the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion applicable requirements of the Merger DGCL and in accordance with Section 323(5) of the Israeli Companies Law a form reasonably acceptable to Lpath and Buyer (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Lpath and Buyer (the time at as of which the Merger becomes effective is herein being referred to as the “Effective 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ LLP▇▇▇▇ ▇▇▇▇ ▇▇▇▇, 1290 Avenue ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, unless another place or time is agreed to by Parent, the Company and the Stockholders’ Agent; provided, however that if the Target Closing Date occurs within the last twenty-one (21) days of a fiscal quarter of Parent then the AmericasClosing shall be no earlier than the first Business Day following the end of such fiscal quarter. The date on which the Closing actually occurs is referred to herein as, New Yorkthe “Closing Date.” (b) At the Closing, New York on a date 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 DateCertificate of Merger”), which shall be no later than with the third Business Day after Secretary of State of the satisfaction or waiver, State of Delaware in accordance with the relevant provisions of the DGCL (the time of acceptance by the party who is entitled to waive such condition and to the extent permitted by Law, Secretary of State of the conditions State of Delaware of such filing or such later time as may be agreed to by the parties and set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein being referred to as herein as, the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Acquisition (the “Closing”) shall take place at the offices of ▇▇▇Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ LLP▇▇▇▇ ▇▇▇▇▇▇, 1290 Avenue ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or remotely by exchange of documents and signatures (or their electronic counterparts), on the Americasdate on which the Effective Time occurs (such date, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than . Subject to Section 5.4 and the third Business Day after the satisfaction or waiver, approval by the party who is entitled to waive such condition and to the extent permitted by Law, Company’s shareholders of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including Board Direction Resolution, following the receipt by the parties of the Certificate of Merger at or after the Closing)Court Order, but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall eachnot take any action to amend, modify, rescind or terminate the Court Order (it being acknowledged that in coordination with each otherthe event that the Board Direction Resolution is not approved by the Company’s shareholders, deliver it shall not be interpreted as a direction from the Company’s shareholders to amend, modify, rescind or terminate the Court Order following the receipt of the Court Order). The Company shall deliver, or cause to be delivered, (a) as required by Section 4.5(q), (i) a copy of the Court Order to the Registrar of Companies Registrar a notice for England and Wales (each“Companies House”), a “Merger Notice”) informing whereby the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger Scheme will become effective upon such delivery in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law its terms (the time at which of such delivery and the Merger becomes effective is herein referred to as Scheme becoming effective, the “Effective Time”), and (ii) a copy of the Court Order to Parent together with appropriate evidence of the Effective Time, and (b) to Parent, a certificate, dated as of the date of the Closing Date and signed by a duly authorized executive officer of the Company, certifying to the effect that the Company has performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to 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 ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, New YorkIrvine, New York CA 92612, at 10:00 A.M., California time, on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after following the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted hereunder and by applicable Law, waiver of all conditions to the obligations of the conditions parties set forth in Sections 7.1 and 7.2 Article VI (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At on the Closing Date, subject to such satisfaction or waiver thereof), or at such other place or at such other time or on such other date as Parent and the Company mutually agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” (b) Merger Sub and the Company shall each, in coordination with each other, deliver (and Parent shall cause Merger Sub to deliver) to the Registrar of Companies Registrar of the State of Israel (the “Israeli Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing and the Companies Registrar that all conditions to the Merger under proposed Closing Date on which the Israeli Companies Law have been met and requesting that the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)) after notice that the Closing has occurred is served to the Israeli Companies Registrar. The Merger shall become effective only upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of by the Israeli Companies Law Registrar (the time at which the Merger becomes effective is herein referred to as 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 Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Gornitzky & Co., 45 Rothschild Boulevard, Tel-Aviv ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the AmericasIsrael, New York, New York on a date to be designated by Parent and the Company as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Radiant and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the Table of Contents determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Radiant shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas43/F Gloucester Tower, New YorkThe Landmark, New York 15 Queen’s Road Central, Hong Kong on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), unless another date, time or waiver thereof place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At On the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance date when the Plan of Merger is registered by the Companies Registrar, at or after such other date and time agreed by Parent, Merger Sub and the Closing, Company and specified in the Plan of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law CICL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”a) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPAs promptly as practicable, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in no event later than the third (3rd) Business Day after the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article 8 (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, waiver of such conditions at the Closing), the Transactions shall be consummated (the “Closing”) remotely by electronic exchange of executed documents, or in such other manner, time or place as the Parties shall mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. (or b) As soon as practicable after the Closing with respect to determination of the Merger Certificate). At date on which the Closing Dateis to take place in accordance with Section 2.2(a), each of Check-Cap and Merger Sub shall (and the Company Nobul shall eachcause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Israeli Registrar”) a notice (each, a “Merger Notice”i) informing the Companies Israeli Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar) and requesting that (ii) setting forth the Companies proposed date on which the Merger shall become effective and on which the Israeli Registrar shall be requested to issue a certificate evidencing the completion of the Israeli Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Israeli Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Israeli Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the time at which the Merger becomes effective is herein referred to herein as the “Merger Effective Time”). For the avoidance of doubt, it is the intention of the Parties that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of the Certificate of Israeli Merger in accordance with Section 323(5) of the ICL shall occur, both on the Closing Date.

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York▇▇▇▇ ▇▇▇▇, New York on a date to be designated by Parent and the Company (the “Closing Date”)▇▇▇▇▇▇▇▇▇▇, which shall be as soon as reasonably practicable, but in no event later than the third two (2) Business Day Days after the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted by Applicable Law, waiver of all conditions to the obligations of the conditions parties set forth in Sections 7.1 and 7.2 Article 5 (Conditions to Closing) (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing (including or on the receipt by Closing Date), or at such other place or on such other date as the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at may mutually agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” (or after the Closing with respect to the Merger Certificate). At b) As soon as practicable on the Closing Date, Merger Sub and the Company parties shall each, cause a plan of merger substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law form attached hereto as Exhibit A (the “Merger CertificatePlan of Merger”), signed by a duly authorized director of each of the Company and Merger Sub, and each certificate, declaration and undertaking required under Section 233 of the CICL to be filed with the Cayman Islands Registrar of Companies. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, filing of the Plan of Merger Certificate with the Cayman Islands Registrar of Companies or at such other time as the parties shall agree and as shall be specified in accordance with Section 323(5) the Plan of the Israeli Companies Law (the Merger. The date and time at which when the Merger becomes shall become effective is herein referred to as the “Effective Time.”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at 10:00 p.m. (Hong Kong time) at the offices of ▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇▇▇▇ & Sutcliffe LLP, 1290 Avenue of the Americas43/F Gloucester Tower, New YorkThe Landmark, New York 15 Queen’s Road Central, Hong Kong on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), unless another date, time or waiver thereof place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At As early as practicable on the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance date when the Plan of Merger is registered by the Companies Registrar, at or such other date and time specified in the Plan of Merger being not later than the ninetieth (90th) day after the Closingdate of such registration, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law CICL (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 electronically on a remote basis, at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP9:00 a.m., 1290 Avenue of the AmericasIsrael Time, New York, New York on a date to be designated specified by Parent and the Company (the “Closing Date”)and Otonomo, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law, ) waiver of such conditions at the Closing), unless another time, date or place is agreed to in writing by the Company and Otonomo. The date on which the Closing occurs is referred to herein as the “Closing Date.” (or b) Subject to the terms and conditions of this Agreement, as soon as practicable after the Closing with respect to determination of the Merger Certificate). At date on which the Closing Dateis to take place in accordance with Section 1.2(a), each of Otonomo and Merger Sub shall (and the Company shall eachcause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Israeli Registrar of Companies”) a notice (each, a “Merger Notice”i) informing the Israeli Registrar of Companies Registrar that all conditions to the Merger under the Israeli Companies Law and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar of Companies) and requesting that (ii) setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies Registrar shall be requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) after a notice that the Closing has occurred is delivered to the Israeli Registrar of Companies, which the parties shall deliver promptly following the Closing on the Closing Date. The Merger shall become effective upon the issuance by the Israeli Registrar of Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties hereto that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall occur, both on the Closing Date.

Closing; Effective Time. The Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.01 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article VI of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of H▇▇▇▇▇ and B▇▇▇▇, LLP, 3▇ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ LLP▇▇▇▇▇, 1290 Avenue of the Americas▇▇▇ ▇▇▇▇, New York▇▇ ▇▇▇▇▇, New York at 10:00 a.m. on a date to be designated specified by Parent and the Company (the “Closing Date”), Parties which shall will be no later than the third three Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Parent and Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing with respect to the Merger Certificate)Date”. At On the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to Parties will cause the Merger under the Israeli Companies Law have been met to be consummated by executing and requesting that the Companies Registrar issue filing a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Delaware Law (the “Merger CertificateCertificate 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 Law. The Merger shall will become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation of the Merger and other transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPas soon as practicable, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but no later than the third two (2) Business Day Days after the satisfaction or waiver, by waiver of the party who is entitled to waive such condition and to the extent permitted by Law, last of the conditions set forth in Sections 7.1 and 7.2 Article 6 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof and in no event earlier than ten (10) days following the delivery of the Company Shareholder Notices, unless the parties hereto otherwise agree in writing. The Closing shall be held at the offices of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, 755 Page Mill Road, Palo Alto, California, unless the parties hereto otherwise 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, an agreement of merger (the "Agreement of Merger"), as provided by Section 1101 of the CGCL, and related officers' certificates satisfying the applicable requirements of the CGCL, will be duly prepared by the party who is entitled to waive such conditions parties, executed on behalf of the Company and thereafter delivered to the extent permitted by LawCalifornia Secretary of State for filing, at as provided in the Closing (or after the Closing with respect to the Merger Certificate). At CGCL, on the Closing Date, . The Merger Sub and will become effective upon the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion later of the Merger in accordance with Section 323(5) acceptance for filing of the Israeli Companies Law Agreement of Merger by the California Secretary of State or at such later time as is provided in the Agreement of Merger (the “Merger Certificate”"Effective Time"). The Merger shall become effective upon will, from and after the issuance Effective Time, have all the effects provided by Section 1107 of the Companies Registrar, at or after CGCL and other applicable law. (b) At the Closing, subject to the satisfaction or waiver by the Company of the conditions set forth in Section 6.2, the Company shall deliver or cause to be delivered to Parent the following documents: (i) executed copies of any Principal Documents to which it is a party or signatory (to the extent not previously delivered); (ii) a certificate of an officer of the Company (the "Company Compliance Certificate") certifying that (A) the conditions set forth in Sections 6.1(a), 6.1(b) and 6.1(c) have been satisfied, and (B) that the principal terms of this Agreement have been approved by the affirmative vote of the Requisite Shareholders in accordance with the CGCL, Articles of Incorporation and bylaws of the Company; (iii) a certificate described in Treasury Regulation Section 1.1445-2(c)(3) certifying that none of the interests in the Company are U.S. real property interests for purposes of Section 1445 of the Code in a form specified by Parent and reasonably acceptable to the Company; (iv) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Company Board evidencing its authorization of the execution and delivery of this Agreement and the other Principal Documents to which the Company is a party or signatory and the consummation of the Merger Certificate and other transactions contemplated by this Agreement; (v) good standing certificate of each of the Company and JMC from the California Secretary of State dated as of a date not earlier than five (5) days prior to the Closing Date; (vi) the Written Consent executed by the Requisite Shareholders; (vii) a schedule of Escrow Participants that sets forth their respective Escrow Participation Percentages and the amount of funds contributed to the Escrow Fund at the Closing that is allocable to each such Escrow Participant; (viii) the Non-Solicitation Agreements executed by the Key Employees; (ix) the Non-Compete Agreements executed by the Specified Shareholders; and (x) the Final Schedules. (c) At the Closing, subject to the satisfaction or waiver by Parent of the conditions set forth in Section 6.1: (i) each of Parent and Merger Sub shall cause to be delivered to the Company executed copies of any Principal Documents to which it is a party or signatory (to the extent not previously delivered); (ii) Parent shall cause to be delivered to the Company a certificate of an officer of Parent certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; (iii) each of Parent and Merger Sub shall cause to be delivered to the Company true and complete copies, certified by the Secretary or an Assistant Secretary of each of Parent and Merger Sub, respectively, of the resolutions duly and validly adopted by the Parent Board and Merger Sub Board, respectively, evidencing their respective authorizations of the execution and delivery of this Agreement and the other Principal Documents to which Parent and Merger Sub are parties or signatories and the consummation of the Merger and other transactions contemplated by this Agreement; and (iv) If the Exchange Fund has not previously been deposited with the Exchange Agent pursuant to the second sentence of Section 2.3(a), Parent shall deposit or cause to be deposited with the Exchange Agent the Exchange Fund; (v) Parent shall deposit or cause to be deposited the Holdback Amount in the Holdback Account; (vi) Parent shall pay or cause to be paid to the Shareholder Representative the Expense Reimbursement Amount as provided in Section 9.1(b); and (vii) Parent shall pay, or cause to be paid, on behalf of the Acquired Companies, (i) the Indebtedness in accordance with Section 323(5the Payoff Letters, (ii) the Third Party Expenses pursuant to the instructions provided by the Company in the Closing Consideration Schedule and (iii) the Change of Control Payments pursuant to the Israeli Companies Law (instructions provided by the time at which Company in the Merger becomes effective is herein referred to as the “Effective Time”)Closing Consideration Schedule.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of H▇▇▇▇▇▇, F▇▇ & ▇▇▇N▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The 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 conditions set forth in Sections 6, 7 and 8, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company remotely as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, waiver by the such party who is entitled to waive such condition and of the last to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 6, 7 and 7.2 (8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such TABLE OF CONTENTS​​ conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the Closing Date in accordance with this Section 1.3, each of the Company and Merger Sub shall each(and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”), a notice (eachof the proposed date of the Closing, a “Merger Notice”) informing in which notice the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting parties shall request that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York ▇▇▇▇▇ at 10:00 a.m. (Atlanta Time) on a date to be designated by Parent and the Company (the “Closing Date”)Parent, which shall be no later than the third later to occur of (i) the fifth Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 6 and 7.2 7 (other than those conditions that by their nature set forth in Sections 6.6(c), 6.6(d) and 7.4, which are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof by the party who is entitled to waive (ii) December 6, 2013, or (iii) at such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub other time and/or date as Parent and the Company may jointly designate. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue cause a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law merger (the “Merger CertificateCertificate 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 upon as of the issuance time that the 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 Companies Registrar, at or after Company and Merger Sub in writing and specified in the Closing, Certificate of Merger in accordance with the DGCL (the effective time of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein 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. The 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 conditions set forth in Sections ‎6, ‎7 and ‎8, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company remotely as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, waiver by the such party who is entitled to waive such condition and of the last to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 ‎6, ‎7 and 7.2 (‎8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the Closing Date in accordance with this Section ‎1.3, each of the Company and Merger Sub shall each(and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”), a notice (eachof the proposed date of the Closing, a “Merger Notice”) informing in which notice the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting parties shall request that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP9:00 a.m., 1290 Avenue of the AmericasEastern time, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third second Business Day after following the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Sections 7.1 and 7.2 ‎Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the Closing (offices of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another date, time or after place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause a certificate of merger with respect to the Merger Certificate). At in the Closing Date, Merger Sub and form set forth as Exhibit A hereto (the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger NoticeCertificate of Merger”) informing to be duly executed and filed with the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware (the “Delaware Secretary of State”), in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law (the “Merger Certificate”)DGCL. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate in accordance with Section 323(5) of the Israeli Companies Law (the Merger. The date and time at which when the Merger becomes shall become effective is herein referred to as the “Effective Time.”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of K&L Gates LLP, ▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPStreet, 1290 Avenue Suite 3100, Chicago, Illinois, 60602 at 10:00 a.m. (New York City time), or at such other place, date and time as the parties hereto may agree in writing, as promptly as practicable following the consummation of the AmericasOffer, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL will be duly executed by the party who is entitled Company and Parent, Purchaser and the Company will cause such certificate to waive such conditions and be delivered to the extent permitted by Law, at Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and concurrently with the Closing. The Merger will become effective on the Closing (Date upon the filing of such certificate of merger with the Secretary of State of the State of Delaware or after such later time on the Closing with respect to Date as is agreed upon in writing by the Merger Certificate). At parties hereto and specified in the certificate of merger (such time on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation will possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.

Closing; Effective Time. The consummation Unless this Agreement is terminated pursuant to Article VII hereof, the closing of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York 10:00 a.m. Pacific Time on a date to be designated specified by Parent and the Company parties hereto (the “Closing Date”), which shall be no later than the third Business Day second (2nd) business day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt Closing), unless another time or date is agreed to by the parties hereto. The Closing shall take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the parties hereto shall mutually agree. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger substantially in the form of Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary”), in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed to in writing by the parties hereto and specified in the Certificate of Merger, being referred to herein as the “Effective Time”). If the Delaware Secretary requires any changes to the Certificate of Merger at as a condition to filing or after the Closing), but subject issuing a certificate to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to effect that the Merger Certificate). At the Closing Dateis effective, Parent, Merger Sub and the Company shall eachexecute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in coordination with each other, deliver to any material change in the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion terms of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)this Agreement.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 7 and 7.2 8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section 7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated in accordance with ARTICLE X, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ LLP▇▇▇▇ ▇▇▇▇▇, 1290 Avenue of the Americas▇▇▇ ▇▇▇▇, New York▇▇▇ ▇▇▇▇ ▇▇▇▇▇, New York on a date no later than three (3) Business Days after the satisfaction or waiver of all the conditions set forth in ARTICLE IX that are required to be designated by Parent satisfied prior to the Closing Date, or at such other place and time as the Company and the Company (Parent Parties may mutually agree upon. The parties may participate in the Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”), which . The Merger shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, consummated immediately upon filing of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties a certificate of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, merger between Merger Sub and the Company with the Secretary of the State of Delaware (the “Certificate of Merger) and filing of the articles of merger (which shall eachcontain the plan of merger), in coordination with each other, deliver the form and substance acceptable to the Companies Registrar a notice (eachParent Parties and the Company, a “together with other documents required by the DGCL with respect to Merger Notice”) informing Sub and the Merger, or the Companies Registrar that all conditions to Act and the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Laws of the Merger British Virgin Islands) with the Registrar in accordance with Section 323(5) the provisions of the Israeli Companies Law (Act and the “Merger Certificate”)Laws of the British Virgin Islands with respect to the Company. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, filing of the Certificate of Merger or at such later time as may be agreed by Parent Parties and the Company in writing and specified in the Certificate in accordance with Section 323(5) of the Israeli Companies Law Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 ‎7 and 7.2 ‎8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section ‎7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation Subject to the terms and conditions of this Agreement, the transactions contemplated by this Agreement (the “Closing”) Closing shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, 1290 Avenue ▇▇ ▇▇▇▇▇, or by remote electronic exchange of documents (by facsimile, .pdf, e-mail, or other form of electronic communication), on the second Business Day following the date on which the conditions to the obligations of the Americas, New York, New York on a date Parties set forth in Article VIII are satisfied or waived (other than those conditions which by their terms are to be designated satisfied or waived at the Closing, but subject to such satisfaction or waiver), or at such other time and date as shall be mutually agreed upon by Parent and the Company Parties in writing. The Parties will use commercially reasonable efforts to have the Closing occur contemporaneously with the EFH Merger, unless either (i) this Agreement has been terminated in accordance with Article IX or (ii) the EFH Merger Agreement has been terminated in accordance with the terms thereof; provided, however, that if closing under the EFH Merger Agreement occurs prior to the Effective Time, Acquiror shall cause EFH not to exercise, prior to the time, if any, that this Agreement is terminated in accordance with Article IX, any rights that it has under Section 3.3 of the Investor Rights Agreement upon closing under the EFH Merger Agreement. The date on which the Closing occurs in accordance with this Section 2.3 is referred to in this Agreement as the “Closing Date”), which shall be no later than the third Business Day after .” Subject to the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of all of the conditions set forth in Sections 7.1 Article VIII of this Agreement, and 7.2 (other than those conditions that by their nature are provided this Agreement has not theretofore been terminated pursuant to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing)its terms, but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing DateAcquiror, Merger Sub and the Company shall eachcause the Certificate of Merger to be executed, in coordination acknowledged and filed with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware as provided in accordance with Section 323(5) 251 of the Israeli Companies Law (DGCL on the “Merger Certificate”)Closing Date. The Merger shall become effective upon at the issuance by time when the Companies Registrar, at or after Certificate of Merger has been duly filed with the Closing, Secretary of State of the State of Delaware or at such later time as may be agreed by Acquiror and the Company in writing and specified in the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation (i) Subject to the satisfaction or, to the extent permitted hereunder, waiver of the conditions to the Closing set forth in Article VII (other than those to be satisfied at the Closing, but subject to their satisfaction or, to the extent permitted hereunder, waiver at the Closing), the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place be effected (A) by physical exchange of documentation at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or (B) if acceptable to the Parent and the Sole Member, by exchanging true, complete and accurate copies of the Americasexecuted originals via electronic mail or overnight courier service, New York, New York in either case at 10:00 a.m. local time of such office on a date to be designated specified by Parent and the Company (the “Closing Date”), which shall be Parties that is no later than the third Business Day after following the satisfaction satisfaction, or waiver, by the party who is entitled to waive such condition and to the extent permitted hereunder, waiver by Law, the Party entitled to the benefit thereof of the conditions to the Closing set forth in Sections 7.1 and 7.2 Article VII (other than those conditions that by their nature are to be satisfied and are capable of being satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Lawhereunder, waiver of all such conditions at the Closing), in each case unless the Parties agree to effect the Closing at any other place. The date on which the Closing occurs is referred to herein as the “Closing Date.” (ii) Subject to the provisions of this Agreement, contemporaneously with or as promptly as practicable after the Closing with respect to Closing, the Merger Certificate). At the Closing DateCompany, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit A to be executed, acknowledged and filed with the Delaware Secretary in accordance with the relevant provisions of the DLLCA and shall make all other filings or recordings required under the DLLCA. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Delaware Secretary or at such later date or time as may be agreed by the Company shall each, and Parent in coordination with each other, deliver to writing and specified in the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) of the Israeli Companies Law DLLCA (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, time of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).