Common use of Closing of the Merger Clause in Contracts

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the closing of the Merger (the "Closing") will take place at the offices of Simpxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on the first Friday which is a Business Day occurring at least two Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereof, other than conditions which by their terms are to be satisfied at Closing, or such other date or time as the parties may mutually agree (the "Closing Date"). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall not have occurred prior to January 4, 2002, at any time during the five- Business Day period beginning on the first Business Day following the satisfaction of the conditions set forth in Sections 8.1 and 8.2 (other than conditions which by their terms are to be satisfied at Closing), Washington Mutual may deliver a notice to Dime (the "Extension Notice") specifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfied.

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the closing of the Merger (the "“Closing"”) will take place, unless another time, date or place is agreed to in writing by the parties, at the offices of Simpxxx Xxxxxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 XX 00000 at 10:00 a.m. Pacific time on (New York City time), no later than the first Friday which is a third (3rd) Business Day occurring at least two (or, if earlier, the Business Days Day immediately prior to the End Date) after the satisfaction or waiver (subject to the extent permitted by applicable lawLaw) of the latest conditions (other than those conditions that by their nature are to occur be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VI; provided, that if the Required Information has not been provided by the Company at the time of the satisfaction or waiver of all of the conditions set forth in Section 8 hereof, Article VI (other than those conditions which that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such other date or time as the parties may mutually agree (the "Closing Date"conditions). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall not have occurred prior to January 4, 2002, at any time during the five- Business Day period beginning occur on the first earlier of (a) a date specified by Parent in writing on no fewer than three (3) Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing and, if the Debt Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (b) the fifth (5th) Business Day following the date the Required Information is provided by the Company, provided that in each case of (a) and (b) the Closing is subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Sections 8.1 and 8.2 (other than those conditions which that by their terms nature are to be satisfied at the Closing), Washington Mutual may deliver a notice to Dime (the "Extension Notice") specifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime but subject to the effect satisfaction or waiver of those conditions) set forth in Section 8.2(a) as of such Article VI.. The date of delivery. If on which the certificate referred to in Closing occurs is the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at “Closing pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfiedDate.”

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the The closing of the Merger (the "“Closing"”) will shall take place at 10:00 a.m., New York time, on a date to be specified by the parties hereto, which shall be no later than the third Business Day after satisfaction (or waiver) of the conditions set forth in Article 8 (excluding conditions that, by their terms, are to be satisfied at Closing but subject to the satisfaction or waiver of such conditions), at the offices of Simpxxx Xxxxxxx O’Melveny & Xartxxxx xx 425 Xxxxxxxxx Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on 00000 unless another time, date or place is agreed to in writing by Parent and the first Friday which is a Business Day occurring at least two Business Days after Company; provided, however, that notwithstanding the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereofArticle 8, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions which that by their terms nature are to be satisfied or waived at the Closing), or such other date or time as the parties may mutually agree (the "Closing Date"). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall not have occurred prior take place instead on the earlier to January 4, 2002, at occur of (a) any time Business Day during the five- Marketing Period to be specified by Parent to the Company on no less than three Business Day period beginning on Days’ written notice to the first Business Day following Company and (b) the last day of the Marketing Period, but in each case subject to the satisfaction or waiver of the conditions set forth in Sections 8.1 Article 8; and 8.2 (other than conditions which by their terms are to be satisfied at Closing)provided, Washington Mutual may deliver a notice to Dime (the "Extension Notice") specifying further, that the Closing Date (i) shall not occur prior to January 6, 2014 and (ii) if elected in writing by Parent to the Company (the date of such election, the “Closing Election Date”), if after (1) January 6, 2014 and (2) the fifteenth day of a month, shall occur on the earliest date thereafter that is the first day of a month (provided that if Parent shall make such an election under this clause (ii) (A) determinations as to whether a breach of any representation or warranty of a Party have occurred (excluding any intentional breach thereof) and (B) in all instances, whether a “Company Material Adverse Effect” or “Parent Material Adverse Effect” shall have occurred as of the Closing Date, shall be January 4assessed, 2002. Upon receipt in the case of each of (A) and (B), as of the Extension Notice, Dime Closing Election Date. The “Closing Date” shall within five Business Days deliver to Washington Mutual a certificate signed be the date on behalf of Dime by which the Chief Executive Officer and Chief Financial Officer of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfiedis consummated.

Closing of the Merger. Subject Unless this Agreement shall have been terminated and the transactions contemplated herein abandoned pursuant to the terms and conditions of this Agreement, except as provided in the following paragraphArticle 7 hereof, the closing of the Merger (the "“Closing"”) will take place at on a date (the offices of Simpxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on “Closing Date”) to be specified by Parent and the first Friday Company which is a Business Day occurring at least two Business Days shall be no later than the second business day after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereof, Articles 5 and 6 (other than delivery of items to be delivered at the Closing and other than those conditions which that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such other date conditions at the Closing), at 10:00 a.m., local time, at the offices of Oxxxxxxxxxx, Wxxxx & Dxxxxxxx LLP, 40 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, unless another time, date, place or time manner (e.g., by facsimile exchange of signature pages with originals to follow by overnight delivery) is agreed to by the parties hereto. The parties will use commercially reasonable efforts to consummate the Closing as soon as the parties may mutually agree (closing conditions in Articles 5 and 6 are satisfied or waived; provided, however, that in no event shall the "Closing occur later than the Termination Date"). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall has not have occurred prior to January 4, 2002, at any time during by the five- Business Day period beginning on fiftieth (50th) day after the Company has delivered a right of first Business Day following the satisfaction of the conditions set forth in Sections 8.1 and 8.2 (other than conditions which by their terms are to be satisfied at Closing), Washington Mutual may deliver a refusal notice to Dime (the "Extension Notice") specifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing Conceptus pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches 5.1 of the representations Settlement and warranties contained in Section 4License Agreement, subject Parent shall advance the Company an additional $300,000 on the fifty-first (51st) day to cover the standard in costs and expenses of the proviso contained in Section 8.2(aCompany’s operations through Closing (the “Supplemental Advance”), and upon delivery thereof Section 8.2(a) will be deemed satisfied.