Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Merger Closing”) will take place (a) at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following the consummation of the Offer, but in any event on the date of, and immediately following the Offer Closing; or (b) at such other time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth herein, 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 the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective 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 such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon (a) In accordance with the terms and conditions set forth herein and pursuant subject to the DGCL (including Section 251(h) conditions of the DGCL)this Agreement, the closing of the Merger (the “Merger Closing”) will shall take place electronically by the mutual exchange of electronic signatures (aincluding portable document format (.PDF)) at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon promptly as practicable following the consummation of the Offerpracticable, but in any no event on later than the date ofthat is three (3) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, and immediately following but subject to the Offer Closing; satisfaction or (bwaiver thereof) at or such other time, date or time and place is agreed to in writing by Parent as OmniLit and the CompanyCompany may mutually agree in writing. The date on which the Merger Closing actually occurs is referred to in this Agreement as the “Merger Closing Date”.” (b) Subject to the terms and satisfaction or waiver of all of the conditions set forth hereinin Article IX of this Agreement, a certificate and provided this Agreement has not theretofore been terminated pursuant to its terms, OmniLit, Merger Sub, and the Company shall cause the Merger Certificate to be executed and duly submitted for filing on the Closing Date with the Secretary of merger satisfying State of the State of Delaware in accordance with the applicable requirements provisions of the DGCL (DGCL. The Merger shall become effective at the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with time when the Merger Closing shall be filed with the Office of Certificate has been accepted for filing by the Secretary of State of the State of Delaware. The Merger shall become effective 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 other date and later time as may be mutually agreed upon by Parent O▇▇▇▇▇▇ and the Company in writing and set forth specified in each of the Merger Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) The consummation of the DGCL), the closing of the Merger transactions contemplated by this Agreement (the “Merger Closing”) will shall take place (a) at the offices of ▇▇▇▇▇▇ LLP located at Godward Kronish LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following at 10:00 a.m. Pacific Time on a date to be mutually agreed upon by Parent and the consummation Company which shall not be more than one (1) business day after the date on which the last of the Offerconditions set forth in Sections 6, but in any event on 7 and 8 (other than conditions which by their terms must be satisfied as of the date ofClosing Date) has been satisfied or waived, and immediately following the Offer Closing; or (b) at such other time, date or time and/or place is as may be mutually agreed to in writing upon by Parent and the Company. The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject to Contemporaneously with or as promptly as practicable after the terms and conditions set forth hereinClosing, a properly executed certificate of merger satisfying conforming to the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective 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 such other date and time as may be mutually agreed upon by Parent and the Company and set forth included in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Merger Closing”) will The Closing shall take place (a) at the offices of ▇▇▇▇▇▇ LLP located at llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , or as soon as practicable following otherwise agreed by the consummation of the Offerparties hereto, but in any event on the a date of, and immediately following the Offer Closing; or (b) at such other time, date or place is agreed to in writing be designated jointly by Parent and the Company, which shall be no later than the second Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 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). The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth hereinprovisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously concurrently with or as soon as practicable following the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon at the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware or at such other date and later time as may be mutually agreed upon designated jointly by Parent and the Company and set forth specified in such certificate of merger (the Certificate time as of which the Merger (becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) The consummation of the DGCL), the closing of the Merger transactions contemplated by this Agreement (the “Merger Closingthe“Closing”) will shall take place (a) at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following the consummation of the Offer▇, but in any event on the date of, and immediately following of delivery of the Offer Closing; or (b) at such other time, date or place is agreed to in writing Stockholder Written Consent by Parent and the CompanyCompany as contemplated by this Agreement. The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject Contemporaneously with or as promptly as practicable after the Closing, an amendment to the terms and conditions set forth hereincertificate of incorporation of the Company in substantially the form attached hereto as EXHIBIT C (the “Charter Amendment”) duly executed by the Company shall be filed with the Secretary of State of the State of Delaware and, immediately following acceptance thereof, a certificate of merger satisfying in substantially the applicable requirements of the DGCL form attached hereto as EXHIBIT D hereto (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective 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 such other date and time as may be mutually agreed upon by Parent and the Company may mutually agree and set forth include in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing The consummation of the Merger (the “Merger Closing”) will shall take place (a) at the offices of ▇▇Ropes & ▇▇▇▇ LLP located at ▇LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ , ▇▇▇▇▇ as soon as practicable following ▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent, which shall be no later than the consummation second (2nd) business day after the satisfaction or waiver of the Offerlast to be satisfied or waived of the conditions set forth in Section 7, but in any event on the date of, and immediately following the Offer Closing; or (b) at such other time, place or at such other time or on such other date or place is agreed to in writing by as Parent and the CompanyCompany mutually agree in writing. The date day on which the Merger Closing occurs takes place is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms provisions of this Agreement, Parent, Acquisition Sub and conditions set forth herein, the Company shall cause the Merger to be consummated by causing a certificate of merger satisfying the applicable requirements complying with Section 251 or a certificate of ownership and merger complying with Section 253, as applicable, of the DGCL (either, the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall to be filed with the Office of the Secretary of State of the State of DelawareDelaware on the Closing Date. The Merger shall become effective upon the date and time of the filing of the such Certificate of Merger with the Office of the Secretary of State of the State of Delaware Merger, or at such other date and later time as may be mutually agreed upon in writing by Parent and the Company and set forth Parent and specified in the such Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and Unless this Agreement is earlier terminated pursuant to the DGCL (including Section 251(h) of the DGCL)Article VIII hereof, the closing of the Merger transactions contemplated by this Agreement (the “Merger Closing”) will shall take place (a) at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable ▇, at 10:00 a.m., local time, on December 11, 2013, or, if each of the conditions set forth in Article VI hereof have not been satisfied or waived on such date (other than those conditions that by their nature are to be satisfied at the Closing), on the third (3rd) Business Day following the consummation satisfaction or waiver of each of the Offerconditions set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing, but in any event on subject to the date ofsatisfaction or waiver of such conditions at such time), and immediately following the Offer Closing; or (b) at such other time, date or time and place is agreed to in writing by as Parent and the CompanyCompany shall agree in writing. The date on which the Merger Closing actually occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth hereinprovisions of this Agreement, concurrently with or as soon as practicable following the Closing, the parties shall file a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously in accordance with the applicable provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger Closing shall be become effective at such time as the Certificate of Merger is duly filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective 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 other date and later time as may be mutually agreed upon in writing by Parent and the Company and set forth specified in the Certificate of Merger (the time the Merger becomes effective being referred to in this Agreement as the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) The consummation of the DGCL), the closing of the Merger transactions contemplated by this Agreement (the “Merger Closing”) will shall take place (a) at the offices of ▇▇▇▇▇▇ LLP located at Godward Kronish llp, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following at 10:00 a.m. Pacific Time on a date to be mutually agreed upon by Parent and the consummation Company which shall not be more than three (3) business days after the date on which the last of the Offerconditions set forth in Sections 7 and 8 (other than conditions which by their terms must be satisfied as of the Closing Date) has been satisfied or waived, but in any event on the date of, and immediately following the Offer Closing; or (b) at such other time, date or time and/or place is as may be mutually agreed to in writing upon by Parent and the Company. The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject to Contemporaneously with or as promptly as practicable after the terms and conditions set forth hereinClosing, a properly executed certificate of merger satisfying conforming to the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date acceptance and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth included in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon Subject to the terms and conditions set forth herein provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Merger Closing”) will take place (a) at by the offices remote exchange of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ documents as soon as practicable following the consummation of the OfferAcceptance Time, but in any no event on later than the date ofsecond (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (excluding conditions that, and immediately following by their terms, cannot be satisfied until the Offer Closing; , but subject to the satisfaction or (b) waiver of such conditions at the Closing), or at such other time, place or on such other date or place is agreed to in writing by as Parent and the CompanyCompany may mutually agree (such date, the “Closing Date”). The date on which At the Closing, the parties hereto shall cause the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth herein, 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 the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon , 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 Office of the Secretary of State of the State of Delaware Delaware, or such other date and later time as may be mutually agreed upon by Parent and the Company and set forth is specified in the Certificate of Merger (and agreed to by Purchaser and the Company, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Upon (a) In accordance with the terms and conditions set forth herein and pursuant subject to the DGCL (including Section 251(h) conditions of the DGCL)this Agreement, the closing of the Merger (the “Merger Closing”) will shall take place (a) at the offices remotely by electronic exchange of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following the consummation of the Offer, but in any event documents on the date ofwhich is one (1) Business Day after the first date on which all conditions specified in Section 9.2(a), Section 9.2(b) and immediately following Section 9.2(c) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Offer Closing; , but subject to the satisfaction or (bwaiver thereof) at or such other time, date or time and place is agreed to in writing by Parent as Acquiror and the CompanyCompany may mutually agree in writing. The date on which the Merger Closing actually occurs is referred to in this Agreement as the “Merger Closing Date”.” (b) Subject to the terms satisfaction or waiver of all of the conditions specified in Section 9.2(a), Section 9.2(b) and conditions set forth hereinSection 9.2(c) of this Agreement, a certificate and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be executed and duly submitted for filing with the Secretary of merger satisfying State of the State of Delaware in accordance with the applicable requirements provisions of the DGCL (DGCL. The Merger shall become effective at the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with time when the Merger Closing shall be filed with the Office of Certificate has been accepted for filing by the Secretary of State of the State of Delaware. The Merger shall become effective 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 other date and later time as may be mutually agreed upon by Parent ▇▇▇▇▇▇▇▇ and the Company in writing and set forth specified in each of the Merger Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing The consummation of the Merger (the “Merger Closing”) will shall take place (a) at the offices of ▇▇▇Fenwick & West LLP, ▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, as soon promptly as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in any event on no later than the date ofof the last to be satisfied or waived of the conditions set forth in Section 5.1, and immediately following the Offer Closing; or (b) at such other time, date or place is and time as agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject to Under the terms and subject to the conditions set forth hereinof this Agreement, a certificate of merger satisfying that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously concurrently with or as soon as practicable following the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon at 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 other date and later time as may be mutually agreed upon by Parent and the Company and set forth specified in the Certificate of Merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) The consummation of the DGCL), the closing of the Merger transactions contemplated by this Agreement (the “Merger Closing”) will shall take place (a) at the offices of P▇▇▇ ▇▇▇▇▇▇▇▇ LLP located at ▇LLP, 1▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following the consummation of the Offer▇, but in any event on the date of, and immediately following of delivery of the Offer Closing; or (b) at such other time, date or place is agreed to in writing Stockholder Written Consent by Parent and the CompanyCompany as contemplated by this Agreement. The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject Contemporaneously with or as promptly as practicable after the Closing, an amendment to the terms and conditions set forth hereincertificate of incorporation of the Company in substantially the form attached hereto as Exhibit C (the “Charter Amendment”) duly executed by the Company shall be filed with the Secretary of State of the State of Delaware and, immediately following acceptance thereof, a certificate of merger satisfying in substantially the applicable requirements of the DGCL form attached hereto as Exhibit D hereto (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective 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 such other date and time as may be mutually agreed upon by Parent and the Company may mutually agree and set forth include in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL), the The closing of the Merger (the “Merger Closing”) will shall take place (a) at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP located at ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ as soon as practicable following ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 1:00 pm New York time, on the consummation second (2nd) Business Day after the satisfaction or waiver of the Offerlast to be satisfied or waived of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but in any event on subject to the date of, and immediately following the Offer Closing; satisfaction or (bwaiver of such conditions) at or such other time, date or place is agreed to in writing by and time as Parent and the CompanyCompany shall mutually designate. The date on which the Merger Closing occurs takes place is referred to in this Agreement herein as the “Merger Closing Date.” Subject to On the terms and conditions set forth hereinClosing Date, a certificate of merger satisfying the applicable requirements of the DGCL MBCA (the “Certificate of Merger”) shall be duly executed by the Company and Merger Sub and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of DelawareMichigan LARA. The Merger shall become effective 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 Michigan LARA or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the time the Merger becomes effective being referred to hereinafter as the “Effective Time”).

Closing; Effective Time. Upon Subject to the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL)this Agreement, the closing of the Merger (the “Merger Closing”) will shall take place (a) by electronic exchange of fully-executed agreements, commencing at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇10:00 a.m., ▇▇▇ ▇▇▇▇▇New York City time, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following the consummation of the Offer, but in any event on the date ofwhich is not later than three Business Days after the date on which all conditions set forth in Article 7 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, and immediately following but subject to the Offer Closing; satisfaction or (bwaiver of such conditions) at or such other timedate, date or time and place is agreed to in writing by Parent as Acquirer and the CompanyCompany may mutually agree. The date on which the Merger Closing actually occurs is referred to in this Agreement as the “Merger Closing Date.” ”. Subject to the terms and satisfaction or waiver of all of the conditions set forth hereinin Article 7, a certificate of merger satisfying the applicable requirements of Acquirer Parties and the DGCL (Company shall cause the “Certificate of Merger”) shall Merger to be duly executed by the Company executed, acknowledged and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of DelawareDelaware in accordance with the DGCL on the Closing Date. The Merger shall become effective upon at the date and time of the filing of when the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Office of the Secretary of State of the State of Delaware or at such other date and later time as may be mutually agreed upon by Parent Acquirer and the Company in writing and set forth specified in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL)herein, the closing of the Merger (the “Merger Closing”) will take place (a) at the offices of ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following the consummation of the Offer, but in any event on the date of, and immediately of the Offer Closing following the Offer satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Merger Closing; or (b) at such other time, date or place is agreed but subject to in writing their satisfaction or, to the extent permitted by Parent applicable Law and the Companythis Agreement, waiver of those conditions). The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective 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 such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

Closing; Effective Time. Upon the terms and conditions set forth herein and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing The consummation of the Merger (the “Merger Closing”) will shall take place (a) at the offices of ▇▇▇▇▇▇▇▇▇ LLP located at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as practicable following , no later than the consummation second Business Day after the satisfaction or waiver of the Offerlast to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than conditions that by their nature are only satisfied as of the Closing, but in any event on subject to the date ofsatisfaction or waiver of those conditions), and immediately following the Offer Closing; or (b) at such other time, date or place is agreed to in writing by Business Day as the Company and Parent and the Companymay mutually agree. The date on which the Merger Closing occurs actually takes place is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth hereinprovisions of this Agreement, at the Closing, the Company shall execute a certificate of merger satisfying that the parties agree satisfies the applicable requirements of the DGCL and the LLC Act (the “Certificate of Merger”) shall be duly executed by ), and concurrently with or as soon as practicable following the Company and simultaneously with Closing, the Certificate of Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon at the date and time of the filing of the Certificate of Merger is filed with the Office of the Secretary of State of the State of Delaware or at such other date and later time as may be mutually agreed upon by Parent and the Company may agree and set forth specify in the Certificate of Merger. The time as of which the Merger (becomes effective is referred to as the “Effective Time”).