Common use of Closing; Effective Time Clause in Contracts

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

Closing; Effective Time. The consummation of Unless otherwise mutually agreed in writing between Parent and the Merger Company, the Closing will be held (the “Closing”i) shall take place at the offices of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇M▇▇▇▇ ▇▇▇▇▇ (LLP, 7▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606, at 9:00 a.m., local time, following the satisfaction or remotely via the electronic exchange waiver of documents), as promptly as practicable, but in any event no later than the third Business Day after the date on which all of the conditions set forth in Article V are satisfied or waived VIII (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the fulfillment or waiver of those conditions) in accordance with this Agreement; provided that (A) the parties hereto shall use their respective reasonable best efforts to cause the Closing to occur on (or before, if the parties so agree) December 28, 2010 and (B) after December 28, 2010, in the event the Closing shall not have occurred on December 28, 2010, the Closing shall occur on the third Business Day following the satisfaction or waiver of all of the conditions set forth in Article VIII (if permitted hereunder) of such other than those conditions that by their nature are to be satisfied at the Closing), but subject to the fulfillment or waiver of those conditions) in accordance with this Agreement or (ii) at such other place or at such other location, time or on such other date and time as agreed by Parent and the CompanyCompany may agree upon in writing. The date on which the Closing actually takes place is held is referred to herein as the “Closing Date.” Under ”. On the terms Closing Date, Parent, Merger Sub and subject the Company shall cause the Merger to the conditions of this Agreement, a certificate be consummated by filing articles of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate Articles of Merger”) shall be duly executed by in the relevant Parties thereto and shall be filed with office of the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL Iowa executed in connection accordance with the Mergerrelevant provisions of the IBCA. The Merger shall become effective at term “Effective Time” means the date and time of the filing of the Certificate Articles of Merger with in the office of the Secretary of State of the State of Delaware Iowa (or at such later time as may be agreed by Parent and each of the Company parties in writing and specified in the Certificate Articles of Merger (in accordance with the time at which the Merger becomes effective being referred to as the “Effective Time”IBCA).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at electronically by the offices of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic mutual exchange of documentselectronic signatures (including portable document format (.PDF), as promptly as practicable, but in any event no later than ) on the third date which is two (2) Business Day Days after the first date on which all the conditions set forth in Article V are IX shall have been satisfied or or, to the extent legally permissible, waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or, to the extent legally permissible, waiver thereof) or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, date time and time place as agreed by Parent Acquiror and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” Under For the terms avoidance of doubt, the Closing shall occur after the consummation of the Company Security Conversion, the Warrant Event and subject the Burkhan Conversion Event. (b) Subject to the conditions satisfaction or, to the extent legally permissible, waiver of this Agreement, a certificate of merger that the Parties shall agree satisfies the applicable requirements all of the DGCL (conditions set forth in Article IX, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the “Company shall cause the Merger Certificate of Merger”) shall to be executed and duly executed by the relevant Parties thereto and shall be filed submitted for filing with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection accordance with the Mergerapplicable provisions of the DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Merger Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the Merger (the “Closing”) shall take place as promptly as practicable after the execution and delivery of this Agreement by the parties hereto, but no later than two (2) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are satisfied at Closing, but subject to the waiver or fulfillment of those conditions) at the offices of Fenwick ▇▇▇▇▇▇▇▇ & West ▇▇▇▇▇▇▇▇ LLP, 8▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, at 10:00 a.m., local time, or at such other time and place as Parent and the Company shall agree (or remotely via the electronic exchange “Closing Date”). The Parties acknowledge and agree that time is of documents)the essence with respect to the Closing, as promptly as practicable, but in any event no later than the third Business Day after the date on which all and will use commercially reasonable efforts to satisfy the conditions set forth in Article V are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, date VI and time as agreed by Parent and the Company. The date on which effectuate the Closing actually takes place is referred to as promptly as practicable. On the “Closing Date.” Under the terms Date and subject to the terms and conditions of this Agreementhereof, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements Merger to be consummated by filing a Certificate of Merger, substantially in the DGCL form attached hereto as Exhibit A (the “Certificate of Merger”) shall be duly ), executed by in accordance with the relevant Parties thereto and shall be filed provisions of the DGCL, with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerDelaware. The Merger shall become effective at the such time of the filing of as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the Company shall agree and specified specify in the Certificate of Merger (the Merger, such time at which the Merger becomes effective being referred to herein as the “Effective Time.”).

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Article 6, Article 7 and Article 8, the closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇ W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ & R▇▇▇▇▇, P.C., 1▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents)▇, as promptly as practicablepracticable (but, but subject to Section 1.6, in any no event no later than the third second (2nd) Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (6, Article 7 and Article 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Monster and the CompanyInnovate may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to Closing, the conditions of this Agreement, Parties hereto shall cause a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall to be duly executed by the relevant Parties thereto executed, acknowledged and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, in accordance with the Closing, applicable requirements of the DGCL and the Parties shall make all other deliveries, filings or recordings required by under the DGCL in connection with the MergerDGCL. The Merger shall will become effective at the such time of the filing of as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Monster and Innovate (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of Fenwick & West DLA Piper LLP, 8▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or remotely via ▇, at 10:00 a.m. on a date to be specified by the electronic exchange Parties which, subject to the terms of documents)Section 1.10, as promptly as practicable, but in any event will be no later than the third three Business Day Days after the date on which all satisfaction or waiver of the conditions set forth in Article V are satisfied or waived 6 (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under ”. On the terms and subject to the conditions of this AgreementClosing Date, a certificate of merger that the Parties shall agree satisfies will cause the applicable requirements Merger to be consummated by executing and filing a Certificate of Merger in accordance with the DGCL relevant provisions of Delaware Law (the “Certificate of Merger”) shall be duly executed by ), in substantially the relevant Parties thereto and shall be filed form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware concurrently withDelaware, or in such form as soon as practicable following, the Closingrequired by, and the Parties shall make all other deliveries, filings or recordings required by the DGCL executed in connection accordance with the Mergerrelevant provisions of, Delaware Law. The Merger shall will become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) shall will take place (a) at the offices of Fenwick & West LLP, 8DLA Piper LLP (US) located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via as soon as practicable following the electronic exchange consummation of documents), as promptly as practicablethe Offer, but in any event no later than on the third date of, and immediately following the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised); provided that, if there shall be a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the Company Stockholder Vote shall be required in order to consummate the Merger, then on the second Business Day after satisfaction or (to the date on which all extent permitted by Law) waiver of the conditions set forth in Article V are satisfied or waived VI (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver (if permitted hereunder) of such conditions at the Closingthose conditions), or (b) at such other locationtime, date and time as or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing actually takes place occurs is referred to in this Agreement as the “Merger Closing Date.” Under Subject to the terms and subject to the conditions of this Agreementset forth herein, a certificate of merger that the Parties shall agree satisfies satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerDelaware. The Merger shall become effective at upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware or at such later other date and time as may be mutually agreed upon by Parent and the Company and specified set forth in the Certificate of Merger (the time at which the Merger becomes effective being 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 Articles VI, VII and VIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & West ▇▇▇▇ LLP, 8▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ , ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents)▇, as promptly as practicable, practicable (but in any no event no later than the third second Business Day after following the date on which all satisfaction or waiver of the last of the conditions set forth in Article V are Articles VI, VII and VIII to be satisfied or waived (waived, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Castle and the CompanyCompany may mutually agree in writing, provided that if all the conditions set forth in Articles VI, VII and VIII shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, applicable requirements of the DGCL and in a form reasonably acceptable to Castle and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerCompany. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger as mutually agreed by Parent between Castle and the Company and specified in the Certificate of Merger (the time at as of which the Merger becomes effective being 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 Merger (the “Closing”) shall take place at the offices of Fenwick & West LLPMintz, 8Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable, practicable (but in any no event no later than the third second Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Section 6, Section 7 and Section 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Saffron and the CompanyCompany may mutually agree in writing, provided that if all the conditions set forth in Section 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, applicable requirements of the DGCL and in a form reasonably acceptable to Saffron and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerCompany. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”), or at such later time as may be agreed by Parent specified in such Certificate of Merger with the consent of Saffron and the Company and specified in the Certificate of Merger (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

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

Closing; Effective Time. The consummation of Parent, Merger Sub and the Merger Company shall consummate the Contemplated Transactions (the “Closing”) shall take place at the offices by means of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the a virtual closing through electronic exchange of documents)signatures at 8:00 a.m. (California Time) on a date to be jointly designated by Parent and the Company, as promptly as practicable, but in any event which shall be no later than the third Business Day 15th calendar day after the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived Section 6 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such those conditions at the Closing), or at such other locationplace, time or date as Parent and time as agreed the Company may agree in writing. Notwithstanding the foregoing, if the 15th calendar day referred to in the preceding sentence is not a Business Day, then, subject to the continued satisfaction or waiver of the conditions set forth in Section 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), the date to be jointly designated by Parent and the CompanyCompany pursuant to the preceding sentence shall be no later than the first Business Day after the 15th calendar day referred to in the preceding sentence. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under the terms and subject to the conditions of this Agreement, a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time of the filing by the Company and Merger Sub of the Certificate a duly executed certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed by Parent and the Company in writing and specified in the Certificate such certificate of Merger merger (the time at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 8.1, and subject to the satisfaction or waiver of the conditions set forth in Section 7 and Schedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (, or remotely via by the electronic exchange of documents), as promptly as practicable, practicable following the Acceptance Time (but in any no event no later than the third second (2nd) Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Section 7 and Schedule B, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Nikola and the CompanyRomeo may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties shall agree satisfies cause the applicable requirements Merger to be consummated in accordance with Section 251(h) of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha certificate of merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with a form reasonably acceptable to Nikola and Romeo (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Nikola and Romeo (the time at as of which the Merger becomes effective being referred to as the “Effective Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Romeo Stockholders, in accordance with Section 251(h) of the DGCL.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & West ▇▇▇▇ LLP, 8▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable, practicable (but in any no event no later than the third second Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Sections 6, 7 and 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Tranzyme and the CompanyCompany may mutually agree in writing, provided that if all the conditions set forth in Sections 6, 7 and 8 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, applicable requirements of the DGCL and in a form reasonably acceptable to Tranzyme and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerCompany. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent specified in such Certificate of Merger with the consent of Tranzyme and the Company and specified in the Certificate of Merger (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation Unless the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8.1, the closing of the Merger Merger, the Direct Sales and the other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., Eastern time, at the offices of Fenwick Cravath, Swaine & West LLP, 8▇▇ ▇▇▇▇▇ LLP (“Cravath”), ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , on a date and time to be designated jointly by Fox and Ainge, which shall be (or remotely via the electronic exchange of documents), as promptly as practicable, but in any event i) no later than the third Business Day later of the second business day after (A) the date on which all satisfaction or waiver of the conditions set forth in Article V are satisfied or waived Sections 6 and 7 (other than those conditions that the conditions, which by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver of each of such conditions), and (if permitted hereunderB) the earlier of (I) the date during the Marketing Period to be specified by Ainge and (II) the final day of the Marketing Period (subject, in the case of each of subclauses (I) and (II) of such this clause (B), to the satisfaction or waiver of the conditions set forth in Sections 6 and 7 (other than the conditions, which by their nature are to be satisfied at the Closing), but subject to the satisfaction or waiver of each of such conditions) or (ii) at such other locationdate, date time or place as Ainge and time as agreed by Parent and the CompanyFox may mutually agree. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under the terms and subject ”. Subject to the conditions provisions of this Agreement, a certificate of merger that the Parties shall agree satisfies satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by Newco and concurrently with or as soon as practicable following the relevant Parties thereto and Closing shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerDelaware. The Merger shall become effective at the time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware or at such later time as may be agreed designated jointly by Parent Fox and the Company Ainge and specified in the Certificate such certificate of Merger merger (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly soon as practicable, but in any no event no later than the third Business Day business day after the date on which all satisfaction or waiver of the conditions set forth in Article V are satisfied or waived VII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied or waived (if permitted hereunder) at until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions); provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, Holdings and Merger Sub shall not be required to effect the Closing until the earlier of (if permitted hereundera) a date during the Marketing Period specified by Holdings on no less than three business days’ notice to the Company and (b) the final day of such conditions at the Closing), Marketing Period (or the Closing may be consummated at such other location, place or on such other date and time as agreed by Parent Holdings and the CompanyCompany may mutually agree). The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” Under ”. At the terms and subject Closing, the parties hereto shall cause the Merger to the conditions of this Agreement, be consummated by filing a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently Delaware, in such form as required by, and executed in accordance with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by relevant provisions of the DGCL in connection with (the Merger. The Merger shall become effective at the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the Company and is specified in the Certificate of Merger (and as is agreed to by the time at which the Merger becomes effective parties hereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL or other applicable law in connection with the Merger.

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Acquisition Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (or remotely via the electronic exchange of documents), as promptly as practicable, but in any event New York time) on a date no later than the third three (3) Business Day Days after the date on which satisfaction or (if permissible) waiver of all the conditions set forth in Article V are satisfied or waived IX (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or or, if permissible, waiver (if permitted hereunder) of such conditions at the Closingthose conditions), or at such other location, date place and time as agreed the Company and Parent may mutually agree upon in writing. The parties may participate in the Closing via electronic means by Parent the mutual exchange of electronic signatures (including portable document format (.PDF) and the CompanyVerisign). The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” Under the terms and subject ”. Subject to the conditions provisions of this Agreement, at the Closing, the Company and Merger Sub shall execute a certificate plan of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate Plan of Merger”) substantially in the form set out in Exhibit B attached hereto and the parties hereto shall cause the Acquisition Merger to be duly executed consummated by filing the Plan of Merger (and other documents required by Cayman Companies Act) with the Registrar of Companies of the Cayman Islands in accordance with the relevant Parties thereto and shall be filed with the Secretary provisions of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at Cayman Companies Act (the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware such filings, or at such later time as may be agreed in writing by Parent and the Company and Parent and specified in the Certificate Plan of Merger (the time at which the Merger becomes effective Merger, being referred to as the “Effective Time”).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & West ▇▇▇▇ LLP, 8▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , at 7:00 a.m. (or remotely via local time) on the electronic exchange of documents), as promptly as practicable, but in any event no later than the third date which is two (2) Business Day Days after the first date on which all the conditions set forth in Article V are IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunderthereof) of such conditions at the Closing), or at such other location, date time and time place as agreed by Parent Acquiror and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date.” Under the terms and subject ” (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger that and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall agree satisfies cause the applicable requirements of the DGCL (the “Merger Certificate of Merger”) shall to be executed and duly executed by the relevant Parties thereto and shall be filed submitted for filing with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection accordance with the Mergerapplicable provisions of the DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent Acquiror and the Company in writing and specified in the Merger Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur (i) after the completion of the Domestication and the Company Preferred Conversion and (ii) before the consummation of the Company Add-On Acquisitions.

Closing; Effective Time. The consummation Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.01, and subject to the satisfaction or waiver (where applicable) of the conditions set forth in Article VII, the closing of the Merger (the “Closing”) shall take place (a) at the offices of Fenwick & West LLPBaker, 8Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ , PC, Monarch Plaza, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇, at 10:00 a.m. local time, on such date as REIT II, SSTI and Purchaser shall mutually agree following the satisfaction or remotely via the electronic exchange waiver of documents), as promptly as practicable, but in any event no later than the third Business Day after the date on which all the conditions set forth in Article V are satisfied or waived VII (other than those conditions that that, by their terms nature, are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction fulfillment or waiver (of those conditions), or if permitted hereunder) the parties do not so agree, on the third Business Day following satisfaction of such conditions at the Closing), or (b) at such other locationplace, date and or time as may be mutually agreed in writing by Parent and the Companyparties. The date on which of the Closing actually takes place is referred to herein as the “Closing Date.” Under At the terms Closing, the parties hereto shall cause the Articles of Merger to be filed with, delivered in the manner required by the MGCL to, and subject to accepted for record by, the conditions Maryland State Department of this Agreement, a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL Assessments and Taxation (the “Certificate of MergerDepartment”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or and recordings required by under the DGCL in connection with the MergerMGCL. The Merger “Effective Time” shall become effective at be the later of (a) the date and time of the filing acceptance for record of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Department or at (b) such later time as may be agreed by Parent and each of the Company parties hereto and specified in the Certificate Articles of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”)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 Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLPMintz, 8Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ , ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents)▇, as promptly as practicable, practicable (but in any no event no later than the third fifth Business Day after Day) following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived Sections 6, 7 and 8 (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closing), conditions) or at such other locationtime, date and time place as agreed by Parent Archemix and the CompanyNitroMed may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with the Mergera form reasonably acceptable to NitroMed and Archemix. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by Parent NitroMed and the Company Archemix and specified in the such Certificate of Merger (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Article 7 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLPMintz, 8Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable, practicable (but in any no event no later than the third second Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Section 6.1, Section 6.2 and Section 6.3, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent KBL and the CompanyCompany may mutually agree in writing, provided that if all the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger (the “Certificate of Merger”) with respect to the Merger, or as soon as practicable following, the Closing, in a form reasonably acceptable to KBL and the Parties shall make all other deliveriesCompany, filings or recordings required by satisfying the DGCL in connection with applicable requirements of the MergerDGCL. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent specified in such Certificate of Merger with the consent of KBL and the Company and specified in the Certificate of Merger (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the Merger (the “Closing”) shall take place at 10:00 a.m., New York City time, as soon as commercially practicable following the Offer Closing, and in no event later than the third (3rd) Business Day following the date on which all of the conditions set forth in Article VII are satisfied or (to the extent permitted by Law) waived (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), at the offices of Fenwick & West LLPSkadden, 8▇▇ Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable, but in any event no later than the third Business Day after the date on which all the conditions set forth in Article V are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other locationunless another time, date and time as or place is agreed to in writing by Parent and the Companyparties hereto. The date on which the Closing actually takes place occurs is referred to herein as the “Closing Date.” Under ” (b) Upon the terms and subject to the conditions of set forth in this Agreement, on the Closing Date, the parties hereto shall file a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by with the relevant Parties thereto and shall be filed with office of the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by under the DGCL in connection with the MergerDGCL. The Merger shall become effective on such date and at the such time of the filing of as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later subsequent date and time as may be agreed in writing by Parent and the Company and specified in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger Transactions (the “Closing”) shall take place at the offices of Fenwick Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & West ▇▇▇▇ LLP, 8▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, at 10:00 a.m. (or remotely via Pacific Time) on the electronic exchange of documents), as promptly as practicable, but in any event no later than the third date that is two (2) Business Day Days after the first date on which all the conditions set forth in Article V are XI shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if or, to the extent permitted hereunder, waiver of those conditions) of such conditions at the Closing), or at such other locationtime and place as Acquiror, date and time as agreed by Parent the Panavision Holder Representative and the CompanySIM Holder Representative may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” Under (b) Upon the terms and subject to the conditions of set forth in Article XI, and provided this AgreementAgreement has not theretofore been terminated pursuant to its terms, a certificate of merger that on the Parties Closing Date, Acquiror, Panavision Acquisition Sub and Panavision shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be executed and duly executed by the relevant Parties thereto and shall be filed submitted for filing with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, provided in Section 251 of the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerDGCL. The Merger shall become effective at the time of the filing of when the Certificate of Merger with has been accepted for filing by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent Acquiror and the Company Panavision in writing and specified in the Certificate of Merger (the time at which the Merger becomes effective being 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 waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), LLP, as promptly as practicable, practicable (but in any no event no later than the third second Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Articles 6, 7 and 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Organovo and the CompanyBuyer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with a form reasonably acceptable to Organovo and Buyer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Organovo and Buyer (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

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 Merger (the “Closing”) shall will take place at the offices of Fenwick & West H▇▇▇▇▇ and B▇▇▇▇, LLP, 83▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via , at 10:00 a.m. on a date to be specified by the electronic exchange of documents), as promptly as practicable, but in any event Parties which will be no later than the third three Business Day Days after the date on which all satisfaction or waiver of the conditions set forth in Article V are satisfied or waived VI (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under On the terms and subject to the conditions of this AgreementClosing Date, a certificate of merger that the Parties shall agree satisfies will cause the applicable requirements Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) shall be duly executed by ), in substantially the relevant Parties thereto and shall be filed form of Exhibit E attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware concurrently withDelaware, or in such form as soon as practicable followingrequired by, and executed in accordance with the relevant provisions of, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerDGCL. The Merger shall will become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective being 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 Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West ▇▇▇▇▇▇ Godward LLP, 8One Freedom Square, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), as promptly as practicable, practicable (but in any no event no later than the third fifth Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived Sections 6, 7 and 8 (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closing), conditions) or at such other locationtime, date and time place as agreed by Parent and the CompanyCancerVax may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with the Mergera form reasonably acceptable to CancerVax and Parent. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Micromet (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by conference call and by exchange of signature pages by email or other electronic transmission or at the offices of Fenwick & West LLPSkadden, 8▇▇ ▇▇▇Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇& ▇▇▇▇ ▇▇▇▇LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ One Manhattan West, New York, New York 10001, at 10:00 a.m. (or remotely via New York time) on the electronic exchange of documents), as promptly as practicable, but in any event no later than the third date which is two (2) Business Day Days after the first date on which all the conditions set forth in Article V are IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunderthereof) of such conditions at the Closing), or at such other location, date time and time place as agreed by Parent Acquiror and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” Under the terms and subject (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger that and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall agree satisfies cause the applicable requirements of the DGCL (the “Merger Certificate of Merger”) shall to be executed and duly executed by the relevant Parties thereto and shall be filed submitted for filing with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL Wyoming in connection accordance with the Mergerapplicable provisions of the WBCA. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Wyoming, or at such later time as may be agreed by Parent ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Merger Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 8.1, and subject to the satisfaction or waiver of the conditions set forth in Section 7 and Schedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 2▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (, or remotely via by the electronic exchange of documents), as promptly as practicable, practicable following the Acceptance Time (but in any no event no later than the third second (2nd) Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Section 7 and Schedule B, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Nikola and the CompanyRomeo may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties shall agree satisfies cause the applicable requirements Merger to be consummated in accordance with Section 251(h) of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha certificate of merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with a form reasonably acceptable to Nikola and Romeo (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Nikola and Romeo (the time at as of which the Merger becomes effective being referred to as the “Effective Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Romeo Stockholders, in accordance with Section 251(h) of the DGCL.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents)California, as promptly as practicable, practicable (but in any no event no later than the third Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Sections 6, 7 and 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Tigris and the CompanyPotomac may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with a form reasonably acceptable to Tigris and Potomac (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Tigris and Potomac (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation (a) Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. New York time at the offices of Fenwick & West LLP, 8▇▇ Gesmer ▇▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the date that is no more than two (or remotely via the electronic exchange of documents), as promptly as practicable, but in any event no later than the third 2) Business Day after Days following the date on which all the last of the conditions set forth in Article V are Section 10 have been Table of Contents satisfied or waived in accordance with this Agreement (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, or are expected to be satisfied or waived at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closingthereof), or at such other location, time and date and time or at such other place as agreed by Parent and the Companyparties may mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Under ” (b) Subject to the terms and subject to the conditions of this Agreement, at the Closing and in order to effect the Merger, the parties shall file, or cause to be filed, with the Secretary of State of the State of Delaware a certificate of merger that has been duly executed and acknowledged in accordance with, and in such form as required by, the Parties shall agree satisfies the applicable requirements relevant provisions of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger). The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as may be agreed mutually determined by Parent the parties and the Company and specified set forth in the Certificate of Merger (the time at as of which the Merger becomes effective being referred herein to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the Merger transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Fenwick ▇▇▇▇▇▇▇▇ & West ▇▇▇▇▇▇▇▇ LLP, 8▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (, or remotely via at such other location as the electronic exchange of documents)Parties hereto agree, as promptly as practicableat 10:00 a.m., but in any event no later than local time, on the third Business Day after first business day following the date day on which all the last of the conditions set forth in Article V are satisfied VI shall have been fulfilled or waived (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunderof fulfillment of those conditions) of such conditions at the Closing), or at such other location, date time and time place as agreed by Parent Calando and the Company. The date on which the Closing actually takes place is referred to as Insert shall agree (the “Closing Date.” Under ”). On the terms Closing Date and subject to the terms and conditions of this Agreementhereof, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements Merger to be consummated by filing a Certificate of Merger, in substantially the DGCL form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly ), executed by in accordance with the relevant Parties thereto and provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall be become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the (such time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”).. Effective as of the Effective Time and pursuant to the terms of the Certificate of Merger, Insert shall change its name and shall thereafter be referred to as “Calando Pharmaceuticals, Inc.”

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick Latha▇ & West LLP, 8▇▇tki▇▇ ▇▇▇▇▇▇, 140 S▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents)California, as promptly as practicable, practicable (but in any no event no later than the third Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Sections 6, 7 and 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Tigris and the CompanyPotomac may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties hereto shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha Certificate of Merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with a form reasonably acceptable to Tigris and Potomac (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Tigris and Potomac (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the Merger and the other contemplated Transactions (the “Closing”) shall take place at the offices of Fenwick Weil, Gotshal & West M▇▇▇▇▇ LLP, 82▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ , ▇▇▇▇▇ (or remotely via the by electronic exchange of documents)documents and signatures at 10:00 a.m. (Dallas, as promptly as practicableTexas time) on a date to be specified by the parties, but in any event which shall be no later than the third Business Day after the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived ARTICLE 9 and ARTICLE 10 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, time and date and time as agreed by Parent and the CompanyCompany may jointly designate; provided, that the Closing shall not occur on or prior to May 31, 2022. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Under Contemporaneously with the terms Closing, the Company and subject to the conditions of this Agreement, Merger Sub shall cause a certificate of merger that in a form mutually agreed by Parent and the Parties shall agree satisfies the applicable requirements of the DGCL Company (the “Certificate of Merger”) shall satisfying the applicable requirements of the DGCL to be duly executed by the relevant Parties thereto Company and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the MergerDelaware. The Merger shall become effective at as of the time of the filing of that the Certificate of Merger with is accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the Certificate of Merger (the effective time at which of the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place at the offices of Fenwick & West LLPCadwalader, 8▇▇ W▇▇▇▇▇▇▇▇▇ & T▇▇▇ LLP, 2▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , at 10:00 a.m. (or remotely via New York time) on the electronic exchange of documents), as promptly as practicable, but in any event no later than the third date which is two (2) Business Day Days after the first date on which all the conditions set forth in Article V are IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closingthereof), or at such other location, date time and time place as agreed by Parent Acquiror and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” Under the terms and subject (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger that and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Parties Closing Date, Acquiror, Merger Sub, and the Company shall agree satisfies cause the applicable requirements of the DGCL (the “Merger Certificate of Merger”) shall to be executed and duly executed by the relevant Parties thereto and shall be filed submitted for filing with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection accordance with the Mergerapplicable provisions of the DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent Acquiror and the Company in writing and specified in the Merger Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Domestication, the Preferred Stock Conversion and the Employee Transactions.

Closing; Effective Time. 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 Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇ ▇▇▇Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ LLP, 1▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents)▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable, practicable (but in any no event no later than the third second (2nd) Business Day after following the date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article V are satisfied or waived (Section 6, Section 7 and Section 8, other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of each of such conditions at the Closingconditions), or at such other locationtime, date and time place as agreed by Parent Invitae and the CompanyCombiMatrix may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Under At the terms and subject to the conditions of this AgreementClosing, a certificate of merger that the Parties shall agree satisfies cause the applicable requirements of the DGCL (the “Certificate of Merger”) shall Merger to be duly executed consummated by the relevant Parties thereto executing and shall be filed filing with the Secretary of State of the State of Delaware concurrently witha certificate of merger with respect to the Merger, or as soon as practicable following, satisfying the Closing, and the Parties shall make all other deliveries, filings or recordings required by applicable requirements of the DGCL and in connection with a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the such Certificate of Merger with the consent of Invitae and CombiMatrix (the time at as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Skadden, Arps, Slate, M▇▇▇▇▇▇ & West F▇▇▇ LLP, 85▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , at 7:00 a.m. (or remotely via local time) on the electronic exchange of documents), as promptly as practicable, but in any event no later than the third date which is two (2) Business Day Days after the first date on which all the conditions set forth in Article V are IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunderthereof) of such conditions at the Closing), or at such other location, date time and time place as agreed by Parent Acquiror and the CompanyCompany may mutually agree in writing. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” Under the terms and subject (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, a certificate of merger that and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Parties Company shall agree satisfies cause the applicable requirements of the DGCL (the “Merger Certificate of Merger”) shall to be executed and duly executed by the relevant Parties thereto and shall be filed submitted for filing with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection accordance with the Mergerapplicable provisions of the DGCL. The Merger shall become effective at the time of when the Merger Certificate has been accepted for filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent Acquiror and the Company in writing and specified in the Merger Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after (i) the completion of the Domestication and (ii) consummation of the Company Warrant Settlement and Company Preferred Conversion.

Closing; Effective Time. The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at occur on October 31, 2014, unless the offices satisfaction or waiver of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the last to be satisfied or remotely via the electronic exchange waived of documents), as promptly as practicable, but in any event no later than the third Business Day after the date on which all the conditions set forth in Article V are satisfied or waived Sections 6 and 7 has not occurred by that date (other than those conditions that by their terms nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions), in which case the Closing shall occur no later than the second business day after last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other location, date and time as agreed by Parent and the Company. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Under The Closing shall take place either (a) in person, in which case, the terms Closing shall take place at the offices of ▇▇▇▇▇▇ LLP, 3175 Hanover Street, Palo Alto, California, or (b) remotely by electronic or facsimile transmissions, in either case, commencing at 10:00 a.m., California time on the Closing Date, or at such other time or such other place as Parent and subject the Company may mutually agree. Subject to the conditions provisions of this Agreement, a certificate of merger that the Parties shall agree satisfies satisfying the applicable requirements of the DGCL and otherwise satisfactory in form and substance to Parent and the Company shall be duly executed by the Company (the “Certificate of Merger”) and, concurrently with or as soon as practicable following the Closing, shall be duly executed by the relevant Parties thereto and shall be filed with delivered to the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with the Mergerfor filing. The Merger shall become effective at the time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in the Certificate of Merger (the time at which the Merger becomes effective being referred to as the “Effective Time”).