Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable following consummation of the Offer, but in no event later than the first (1st) Business Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location or means as shall be mutually agreed by the parties, including by remote exchange of electronic copies of documents and signatures (or their including by portable document format (.pdf) delivered by electronic counterpartsmail), as soon as practicable following consummation of on a date to be designated jointly by Parent and the OfferCompany, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 (excluding conditions thatother than the conditions, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at conditions). The date on which the Closing), or at such other Closing actually takes place or on such other date is referred to as Parent and the Company may mutually agree (such date, the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be designated jointly by Parent and the Company and specified in such certificate of merger (the Certificate time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or such other location or means as shall be mutually agreed by the parties, including by remote exchange of electronic copies of documents and signatures (or their including by portable document format (.pdf) delivered by electronic counterpartsmail), as soon as practicable following consummation of on a date to be designated jointly by Parent and the OfferCompany, but in which shall be no event later than the first (1st) second Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 (excluding conditions thatother than the conditions, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at conditions). The date on which the Closing), or at such other Closing actually takes place or on such other date is referred to as Parent and the Company may mutually agree (such date, the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be designated jointly by Parent and the Company and specified in such certificate of merger (the Certificate time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 8:00 a.m. (California time) on a date to be designated by exchange of documents and signatures (or their electronic counterparts)Parent, as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) Business Day, fifth business day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (excluding other than the conditions thatset forth in Sections 6.4 and 7.3, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at conditions). The date on which the Closing), or at such other Closing actually takes place or on such other date is referred to as Parent and the Company may mutually agree (such date, the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such certificate of merger with the Certificate consent of Parent (the time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) will shall take place remotely at the offices of DLA Piper US LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by exchange of documents and signatures Parent (or their electronic counterpartsthe “Closing Date”), as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) Business Day, fifth business day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”conditions). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Delaware (the relevant provisions “Secretary of State”). The Merger shall become effective upon the DGCL later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of DelawareState, or (b) such later date and time as is may be specified in the Certificate of Merger with the consent of Parent. The date and agreed to by Purchaser and time the Company, being hereinafter Merger becomes effective is referred to in this Agreement as the “Effective Time.”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 The consummation of the DGCL), the closing of the Merger Contemplated Transactions (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ (or, at Parent’s election, by means of a virtual closing through electronic exchange of documents and signatures signatures) at 10:00 a.m. (or their electronic counterparts)Washington, as soon as practicable following consummation of the OfferD.C. time) on a date to be designated by Parent, but in which shall be no event later than the first third (1st3rd) Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 and Section 7 (excluding other than those conditions that, which are by their terms, cannot terms to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at the Closingconditions), or at such other place place, time or on such other date as Parent and the Company may mutually agree (such date, jointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Delaware on the relevant provisions of Closing Date. The Merger shall become effective at the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such certificate of merger with the Certificate consent of Merger and agreed to by Purchaser Parent and the Company, Company (the time at which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 The consummation of the DGCL), the closing of the Merger Contemplated Transactions (the “Closing”) will shall take place remotely by exchange at the offices of documents and signatures ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California, at 10:00 a.m. (or their electronic counterparts), local time) as soon as practicable following consummation of the Offer(and, but in no event later than the first any event, within three (1st3) Business Day, Days) after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (excluding other than the conditions that, by their terms, cannot be satisfied until the Closingset forth in Sections 6.4 and 7.4, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at conditions). The date on which the Closing), or at such other Closing actually takes place or on such other date is referred to as Parent and the Company may mutually agree (such date, the “Closing Date”). At .” A certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such certificate of merger with the Certificate consent of Parent (the time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place remotely at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by exchange of documents Parent and signatures (or their electronic counterparts)the Company, as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) second Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 (excluding conditions thatother than those conditions, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at the Closingconditions), or at such other place or on such other place, time and date as Parent and shall be agreed in writing by the Company may mutually agree (such date, parties. The date on which the Closing actually takes place is referred to as the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, or such later Delaware (the time as is specified in of which the Certificate of Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to The consummation of the provisions of transactions contemplated by this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m. on a date to be designated by exchange of documents and signatures the Company (or their electronic counterpartsthe “Closing Date”), as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) Business Day, second business day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at conditions). Subject to the Closing)provisions of this Agreement, or at such other place or on such other date as Parent and a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company may mutually agree (such dateand, the “Closing Date”). At concurrently with or as soon as practicable following the Closing, the parties hereto shall cause the Merger deliver to be consummated by filing a certificate of merger (the “Certificate of Merger”) and file with the Secretary of State of the State of Delaware, in Delaware such form as required by, and executed certificate of merger in accordance with, with the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, or at such later time as is may be mutually agreed in writing by the Company and Parent and specified in the Certificate certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as merger (the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Unless this Agreement and shall have been terminated pursuant to the DGCL (including Section 251 of the DGCL)SECTION 7, the closing consummation of the Merger (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or such other location or means as shall be mutually agreed by the parties, including by remote exchange of electronic copies of documents and signatures (or their including by portable document format (.pdf) delivered by electronic counterpartsmail), as soon as practicable following consummation of on a date to be designated jointly by Parent and the OfferCompany, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 (excluding conditions thatother than the conditions, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at conditions). The date on which the Closing), or at such other Closing actually takes place or on such other date is referred to as Parent and the Company may mutually agree (such date, the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be designated jointly by Parent and the Company and specified in such certificate of merger (the Certificate time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of (a) Unless this Agreement and shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the DGCL (including Section 251 of the DGCL)Company, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) will shall take place remotely at the offices of C▇▇▇▇▇ LLP, 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, immediately following the Offer Acceptance Time, except that if any condition set forth in Section 7 shall not be satisfied or waived by exchange of documents and signatures (or their electronic counterparts)such date, as soon as practicable following consummation of the Offer, but in any event no event later than the first (1st) Business Day, business day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until Section 7. The date on which the Closing, but subject Closing occurs is referred to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date in this Agreement as Parent and the Company may mutually agree (such date, the “Closing Date.”). At (b) Subject to the provisions of this Agreement, concurrently with or as soon as practicable following the Closing, the parties hereto Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the Certificate certificate of Merger merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 The consummation of the DGCL), the closing of the Merger Contemplated Transactions (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ (or, at Parent’s election, by means of a virtual closing through electronic exchange of documents and signatures signatures) at 10:00 a.m. (or their electronic counterparts)Washington, as soon as practicable following consummation of the OfferD.C. time) on a date to be designated by Parent, but in which shall be no event later than the first third (1st3rd) Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 and Section 7 (excluding other than those conditions that, which are by their terms, cannot terms to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at the Closingconditions), or at such other place place, time or on such other date as Parent and the Company may mutually agree (such date, jointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Delaware on the relevant provisions of Closing Date. The Merger shall become effective at the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such certificate of merger with the Certificate consent of Merger and agreed to by Purchaser Parent and the Company, Company (the time at which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place remotely by exchange at the offices of documents and signatures ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 8:00 a.m. (or their electronic counterparts), as soon as practicable following consummation of California time) on the Offer, but in no event later than the first (1st) Business Day, third business day after the satisfaction or waiver (to the extent permitted to be waived by Lawapplicable law) waiver of the last to be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (excluding other than the conditions thatset forth in Sections 6.4 and 7.4, which by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at the Closing), conditions) or at such other time and place or as shall be agreed to by the parties in writing. The date on such other date which the Closing actually takes place is referred to as Parent and the Company may mutually agree (such date, the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such certificate of merger with the Certificate consent of Parent (the time as of which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place remotely by exchange at the offices of documents and signatures (or their electronic counterparts)▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m. local time as soon as practicable following consummation of the OfferOffer Acceptance Time, but in no event later than the first (1st) Business Day, after subject to the satisfaction or (or, to the extent permitted by applicable Law) , the waiver of the conditions set forth in Article VII 7 by the parties entitled thereto, but in any event no later than the first (excluding 1st) business day after the satisfaction or such waiver of the last to be satisfied or waived of the conditions that, set forth in Article 7 (other than those conditions that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at conditions) (the Closing), or at such other place or date on such other date as Parent and which the Company may mutually agree (such dateClosing occurs, the “Closing Date”). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware, in Delaware or such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the later date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is agreed upon in writing by the parties hereto and specified in the Certificate certificate of Merger merger (such date and agreed to by Purchaser and the Companytime, being hereinafter referred to as the “Effective Time”) ). From and after the Effective Time, the Surviving Corporation shall make possess all other filingsthe rights, recordings or publications required under privileges, powers and franchises and be subject to all of the DGCL restrictions, disabilities and duties of the Company and the Purchaser, all as provided in connection with the MergerDGCL.

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing The consummation of the Merger (the “Closing”) will shall take place remotely at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP, Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on a date to be designated by exchange of documents and signatures Parent (or their electronic counterpartsthe “Closing Date”), as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”conditions). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware, Delaware or at such later date and time as is agreed upon in such form as required by, writing by the parties and executed specified in accordance with, the relevant provisions certificate of the DGCL merger (the date and time of when the filing of the Certificate of Merger with the Secretary of State of the State of Delawarebecomes effective, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 The consummation of the DGCL), the closing of the Merger Contemplated Transactions (the “Closing”) will shall take place remotely at the offices of ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 100, Menlo Park, California, 94025 (or, at Parent’s election, by means of a virtual closing through electronic exchange of documents and signatures signatures) at 8:00 a.m. (or their electronic counterparts)California Time) on a date to be designated by Parent, as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 and Section 7 (excluding other than those conditions thatset forth in Section 6.4 and Section 7.4, by their terms, cannot which are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of each of such conditions at the Closingconditions), or at such other place place, time or on such other date as Parent and the Company may mutually agree (such date, jointly designate. The date on which the Closing actually takes place is referred to as the “Closing Date”). At .” Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Secretary of State of the State of Delaware, Delaware or at such later time as is may be specified in such certificate of merger with the Certificate consent of Parent (the time at which the Merger and agreed to by Purchaser and the Company, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing a) The consummation of the Merger (the “Closing”) will shall take place remotely electronically via email and/or facsimile at 10:00 a.m. Eastern Time on a date to be designated by exchange of documents and signatures Parent (or their electronic counterpartsthe “Closing Date”), as soon as practicable following consummation of the Offer, but in which shall be no event later than the first (1st) Business Day, third business day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Section 6 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing), but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions conditions, provided that if the Parties mutually agree to a physical closing then the Closing shall occur at the Closing)offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as the Parties may agree to in writing. (b) Concurrently with or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”). At soon as practicable following the Closing, the parties Parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of DelawareTexas, in such form as required by, by and executed in accordance with, with the relevant provisions of the DGCL (TBOC. The Merger shall become effective upon the date and time of the acceptance of the filing of the Certificate such certificate of Merger with merger by the Secretary of State of the State of Delaware, Texas or at such later time (or subsequent date and time) as is specified in the Certificate of Merger and agreed to by Purchaser Parent and the Company, Company shall agree and specify in such certificate of merger (the effective time of the Merger being hereinafter referred to as the “Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable following The consummation of the Offertransactions contemplated by this Agreement (the "Closing") shall take place at the Company's offices, but at 9:00 a.m., local time in Boston Massachusetts, on a date to be designated by the parties (the "Closing Date"), which shall be no event later than the first (1st) third Business Day, Day after the satisfaction or (waiver of the last to the extent permitted by Law) waiver be satisfied or waived of the conditions set forth in Article VII Sections 6 and 7 (excluding other than those conditions that, that by their terms, cannot nature are to be satisfied until at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree (such date, the “Closing Date”conditions). At Subject to the Closingprovisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL and substantially in the form attached hereto as Exhibit C (the “"Certificate of Merger”") shall be duly executed by the Company and, concurrently with the Closing on the Closing Date, delivered to and filed with the Secretary of State of the State of Delaware, in such form as required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the such Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger and agreed to by Purchaser and (the Company, being hereinafter referred to as the “"Effective Time”) and shall make all other filings, recordings or publications required under the DGCL in connection with the Merger").