Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of (a) Provided that this Agreement, the parties hereto Agreement shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware not prior thereto have been terminated in accordance with its express terms, the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at occur on a date (the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified “Closing Date”) that is mutually agreed upon by the parties; provided that, in the absence of an agreement, the Closing shall occur on the fifteenth (15th) Business Day of the calendar month following the calendar month during which shall be no later than the second business day after the satisfaction or waiver all of the conditions set forth in Article VI 9 have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree required delivery of the certificates, documents and other closing items listed in writingSection 2.6 and Section 2.7); providedprovided further, however, that the Closing Date shall be delayed if all the conditions set forth in Article VI shall not Independent Accountants have been satisfied or waived on such second business dayengaged pursuant to Section 2.11 to make a determination of Adjusted Book Value, then and in that event, the Closing Date shall take be no later than thirty (30) days after the Engagement Date. The Closing shall occur at a time and place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at 10:00 a.m., Central Time, on the first business day Closing Date at the offices of the Company, located at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx. Subject to the provisions of Section 11.1, failure to consummate the Contemplated Transactions on which all such conditions shall have been satisfied or waived. The the date on which and time and at the Closing occurs is referred place determined pursuant to herein as this Section 2.2 will not result in the “Closing Datetermination of this Agreement and will not relieve any party of any obligation under this Agreement.”

Effective Time; Closing. Subject As soon as practicable on or after the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, 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 accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Company Veritas and Parent Seagate and specified in the Certificate of Merger) being referred to herein as the “Effective Time”) as soon as practicable on the Closing Date"EFFECTIVE TIME"). The closing of the Merger and the other transactions contemplated hereby (the “Closing”"CLOSING") shall take place at the offices of Wxxxxx Wilsxx Xxxxxxx Xxxxxxxx & RxxxxxXosaxx, Professional Xxofessional Corporation, located at One MarketXxxxxx Xxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at xx a date and time and date to be specified by the partiesVeritas and Seagate, which shall be no later than the second (2nd) business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Veritas and Seagate shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “Closing Date"CLOSING DATE.”"

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI V (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx Xxxxxxxxxx 00000-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or or, to the extent permitted by law, waiver by the party entitled to the benefit thereof of the conditions set forth in Article VI VII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI no event shall not have been satisfied Parent or waived on such second business day, then Merger Sub be required to effect the Closing shall take place on prior to the first business day on which all such conditions shall have been satisfied or waiveddate that is five (5) Business Days following the Option Notice Date. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject As soon as practicable on or after the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, 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 accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Company Veritas and Parent Seagate and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”) as soon as practicable on the Closing Date"). The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One MarketXxx Xxxxxx Xxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a date and time and date to be specified by the partiesVeritas and Seagate, which shall be no later than the second (2nd) business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Veritas and Seagate shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “"Closing Date.”"

Effective Time; Closing. (a) Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be consummated by filing a Certificate of Merger filed with the Secretary Department of State of the State of Delaware Florida, as provided in accordance the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the relevant provisions Division of Delaware Law Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable ), each on the Closing Date. The closing “Effective Time” of the Merger shall be the later of (i) the “Closing”latest effective date and time of filing of the (A) shall take place at Articles of Merger and (B) Certificate of Merger, or (ii) the offices date and time when the Merger becomes effective as set forth in the Articles of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time Merger and date to be specified by the partiesCertificate of Merger, which shall be no later than the second business day five (5) Business Days after the satisfaction or waiver all of the conditions to the consummation of the Merger set forth in Article VI (other than those that by their terms are conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not ) have been satisfied or waived on in accordance with the terms hereof or such second business daylater date as the Parties may agree; provided that, then notwithstanding the Closing foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall take place occur on the first business day on which all of the month that begins after such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Datefifth (5th) Business Day.”

Effective Time; Closing. Subject to As promptly as practicable (and in any event within two (2) business days) after the provisions satisfaction or, if permissible, waiver of this Agreementthe conditions set forth in Article 8, the parties hereto shall cause the Merger to be consummated by filing a Certificate an agreement of Merger merger or certificate of ownership with the Secretary of State of the State of Delaware California, in such form as is required by, and executed in accordance with with, the relevant provisions of Delaware Law the CGCL (the “Certificate of Merger”) (the date and time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Merger) such filing, being the “Effective Time”) as soon as practicable on the Closing Date). The Prior to such filing, a closing of the Merger (the “Closing”) shall take place be held at the offices of Wxxxxx O’Melveny & Xxxxx LLP, 000 Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx Xxxxx, Xxxxxxxxxx, at a time and date to be specified by or such other place as the partiesparties shall agree, which shall be no later than for the second business day after purpose of confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VI 8. The date on which the closing occurs is referred to in this Agreement as the “Closing Date.” Notwithstanding anything to the contrary set forth in this Agreement, if (other than those that by their terms are i) there exists an uncured Financing Failure on any scheduled Closing Date, (ii) such Financing Failure impedes the ability of Parent or Purchaser to obtain the Financing and pay for Company Shares in the Merger, and (iii) each of the conditions set forth in Article 8 shall otherwise have been satisfied or waived, then Purchaser shall be permitted to delay the Closing Date and the Effective Time for a period of up to ninety (90) days to permit such Financing Failure to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writingcured; provided, however, that if notwithstanding any other provision of this Agreement, in the event Purchaser elects to delay the Closing Date pursuant to and in accordance with this Section 3.2, then each of Parent and Purchaser shall be deemed to have irrevocably waived all of the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateSection 8.1.”

Effective Time; Closing. Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) will take place (a) at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, at 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, as soon as reasonably practicable (but in no event later than the third (3rd) business day) after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 8 (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) 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 provisions terms and conditions set forth herein, a certificate of this Agreement, merger satisfying the parties hereto applicable requirements of the DGCL (the “Certificate of Merger”) shall cause be duly executed by the Company and simultaneously with the Merger to Closing shall be consummated by filing a Certificate filed with the Office of Merger with the Secretary of State of the State of Delaware in accordance Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the relevant provisions Office of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Merger) such filing, being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & RxxxxxXxxx, Professional CorporationLLP, located at One Market, Sxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in San Francisco, California are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to The Merger shall become effective upon the provisions occurrence of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Articles of Merger with the Secretary of State of the State of Delaware Tennessee pursuant to the TBCA, unless a later date and time is specified as the effective time in accordance with the relevant provisions such Articles of Delaware Law Merger (the “Certificate "Effective Time"). A closing of Merger”this Agreement (the "Closing") shall take place immediately prior to the Effective Time at 11:00 a.m., Nashville, Tennessee Time, on or after the fifth Business Day following the satisfaction or waiver, to the extent permitted hereunder, of the conditions to the consummation of the Merger specified in Articles 7 and 8 of this Agreement (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing) (the time "Closing Date"), at the offices of Gullett, Sanford, Xxxxxxxx & Xxxxxx, 000 Xxxxxx Xxxxxx, Xxxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, or at such other place, at such other time, or on such other date (which date shall not be later than August 15, 1998) as the parties may mutually agree upon. At the Closing, there shall be delivered to MCSC, MTAC and the Stockholders the opinions, certificates and other documents, as applicable, required to be delivered under Articles 7 and 8 hereof. Subject to the fulfillment or waiver at or prior to the Closing of the conditions to its obligations set forth in Articles 7 and 8, at the Closing each of MTAC and CMS shall execute and deliver Articles of Merger for filing with the Secretary of State of the State of Delaware Tennessee. For purposes of this Agreement, a "Business Day" shall be any day (except a Saturday or such later time as may be agreed in writing by the Company and Parent and specified Sunday) during which banks in the Certificate State of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms Tennessee are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Dateopen for business.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions a properly executed Certificate of Delaware Law Merger (the “Certificate of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the DGCL (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule, as defined in the preamble to Article II hereof). Unless this Agreement shall have been terminated pursuant to Section 7.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxMintz, Professional CorporationLevin, located Cohn, Ferris, Glovsky and Popeo, P.C. (“Mxxxx Lxxxx”), counsel to Parent, at One Market, Sxxxx Xxxxx, 600 Xxxxx 0000Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx 00000, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, substantially in the form attached hereto as Exhibit G (the “Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “time and date when the Certificate of Merger”) (the time of such Merger has been accepted for filing with the Secretary of State of the State of Delaware (or such later time and date as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. (a) Subject to satisfaction or, to the provisions extent permitted by applicable Law, waiver of this Agreementthe closing conditions described in ARTICLE V, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at 10 a.m., New York City time, at the offices of Wxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 00000000 Xxxxxx xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXX 00000, at a time and date to be specified by on the parties, which shall be no later than the second business day after the satisfaction or waiver last Business Day of the calendar month in which all of the closing conditions set forth in Article VI ARTICLE V have been satisfied (other than those that conditions which by their terms are to nature cannot be satisfied until the Closing, but subject to the fulfillment or waiver of those conditions) or waived at in accordance with the Closing)terms of this Agreement and applicable Law, unless such conditions have not been so satisfied (other than those conditions which by their nature cannot be satisfied until the Closing but subject to the fulfillment or at waiver of those conditions) by the fifth (5th) Business Day preceding the last Business Day of such other timecalendar month, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then which case the Closing shall take place on the last Business Day of the next calendar month; provided, that, if the Closing would otherwise occur on the last Business Day of any of Buyer’s fiscal quarters, the Closing shall instead occur on the first business day on which all Business Day of the immediately succeeding quarter (or the Closing may take place at such conditions other place and time as Buyer and the Company shall have been satisfied or waivedagree in writing). The date on and time at which the Closing occurs takes place is referred to herein as the “Closing Date”.”

Effective Time; Closing. Subject The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 11:59 p.m. Eastern Time on a date to be designated by Parent which shall not be more than two (2) Business Days after the provisions date on which the last of the conditions set forth in ‎Article VI and ‎Article VII have been satisfied or waived in writing (except for conditions which in accordance with their terms must be satisfied at the Closing) or at such other date, time or location as Company and Parent may mutually agree, but in no event earlier than October 3, 2016. The date on which the Closing actually takes place is referred to in this AgreementAgreement as the “Closing Date.” On the Closing Date, a certificate of merger satisfying the applicable requirements of the DGCL and the NYBCL in a form mutually acceptable to the parties hereto (the “Certificate of Merger”) shall cause be duly executed by Company and filed with the Secretary of State of the State of Delaware and New York. The Merger to be consummated by shall become effective at the time specified in the Certificate of Merger, or if no such time is specified, at the time of the filing a of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and New York (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on ). For all purposes, all of the document deliveries and other actions to occur at the Closing Date. The closing of the Merger (the “Closing”) shall take place will be conclusively presumed to have occurred at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other same time, date and location as immediately before the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateEffective Time.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a Certificate Articles of Merger (the “Articles of Merger”) with the Secretary of State of the State of Nevada in accordance with the applicable provisions of Nevada law and (b) filing with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law the DGCL a Certificate of Merger (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by the Company and Parent Delcorp and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Delcorp Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Delcorp, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 or at such other place as the parties mutually agree in writing at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. Subject to the provisions of this Agreement, 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 accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Rxxxxx, Professional CorporationXxxx LLP, located at One Market, Sxxxx 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000Chicago, Xxx Xxxxxxxxx, XxxxxxxxxxIllinois 60606-1285, at a time and date to be specified by the parties, which shall be no later than the second business day fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in Chicago, Illinois, United States or Paris, France are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Georgia in accordance with the relevant provisions of Georgia Law (the "Certificate of Merger Merger") and a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “"Delaware Certificate of Merger”") (the time of the later of such filing with the Secretary of State of the State of Delaware filings (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and Plan of Merger and Reorganization, the Certificate of Merger and the Delaware Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on or after the Closing Date (defined below), 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 Delaware, in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) DGCL (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 7.1, the Closing Date. The closing consummation of the Merger (the “Closing”) ), other than the filing of the Certificate of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent, located at One MarketThe Chrysler Building, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction thereof at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California or Denver, Colorado, are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, substantially in the form attached hereto as Exhibit D (the “Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place will be coordinated by means of overnight delivery, electronic mail or facsimile (rather than by means of the attendance of the parties hereto in person) at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx, at a time and date to be specified by Xxxxxxxxxx on the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the Merger (the “Closing”) will take place on a Business Day (as defined below) as promptly as practicable after the execution and delivery hereof by the parties hereto, but not later than one (1) Business Day following satisfaction or waiver of the conditions set forth in Article VI hereof, at the offices of Cornerstone OnDemand, Inc., 0000 Xxxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx, Xxxxx Xxxxxx, XX 00000, unless another time or place is mutually agreed upon in writing by Parent and the Company; provided, however, that the Closing shall not occur on a date that is during the last ten (10) Business Days prior to the provisions last Business Day of this Agreementa fiscal quarter of Parent. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger Merger, in substantially the form attached hereto as Exhibit E (the “Certificate of Merger”), with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of Delaware Law (the “time of the filing of such Certificate of Merger”) (, or the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and effectiveness thereof that is specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxxtherein, Professional Corporationif different, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing DateEffective Time”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Xxxxxx & Rxxxxx, Professional CorporationXxxxxxx, located at One Market, Sxxxx Xxxxx000 X. Xxxxx Xx., Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions Parent has complied with its obligations set forth in Article VI shall not have been satisfied or waived on such second business daythe first and sixth sentences in Section 5.1, then without the prior written consent of Parent, the Closing shall take place not occur on a date that is during the first business day on which all such conditions shall have been satisfied or waivedlast 15 Business Days prior to the last Business Day of a fiscal quarter of Parent. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California are authorized or obligated by law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & RxxxxxXxxx, Professional CorporationLLP, located at One Market, Sxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions Parent shall have been satisfied or waivedno obligation to close on any day during the last fifteen (15) calendar days of any fiscal quarter end of Parent, including the periods between (x) June 15 and July 1, 2010, (y) September 15, 2010 and October 1, 2010 and (z) December 16, 2010 and January 1, 2011. The date on which the Closing occurs is referred to herein as the “Closing Date.”” “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California are authorized or obligated by any Law or executive order to close.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a the Certificate of Merger in the form attached hereto as Exhibit B with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger”) (on the Closing Date. The time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Aegis and Parent Merger Sub and specified in the Certificate of Merger) being is referred to in this Agreement as the “Effective Time”) as soon as practicable on ). The Merger will become effective at the Closing DateEffective Time. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000Xxxxxxxxx LLP, Xxx XxxxxxxxxXxxx Xxxxxx, XxxxxxxxxxXxx Xxxx, Xxx Xxxx 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, on the parties Closing Date and promptly following the filing of the Blocker Companies Certificate of Merger, the Parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Company Certificate of Merger” and, together with the Blocker Companies Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) DLLCA (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Company Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 10.1, the Closing Date. The closing consummation of the Blocker Mergers and the Merger (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 at a time and date to be specified in writing by the partiesParties, which shall be no later than the second third (3rd) business day after the satisfaction or (to the extent permitted by Applicable Legal Requirements) waiver of the conditions set forth in Article VI ARTICLE VIII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or (to the extent permitted by Applicable Legal Requirements) waiver of those conditions), or at such other time, date and location as the parties Parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as occurs, the “Closing Date”). The Parties agree that the Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. Subject Unless this Agreement shall have been terminated pursuant to Article 8, upon the provisions of this Agreementterms and conditions set forth herein, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall will take place (a) at the offices of Wxxxxx Xxxxxxx Gxxxxxxxx Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & RxxxxxHxxxxxxxx, Professional CorporationLLP, located at One Market, Sxxxx Xxxxx3000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 0000000, Xxx XxxxxxxxxXxxxx, Xxxxxxxxxx, at a time and date to be specified or by the partiesexchange of documents (with signatures) by electronic transmission, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver day on which the last of the conditions set forth in Article VI 7 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or waiver of such conditions at the Closing) has been satisfied or waived (and all such conditions remain satisfied or waived on such Business Day) in accordance with this Agreement or (b) at such other time, date or place is agreed to in writing by Parent and location as the parties hereto agree in writingCompany; provided, however, that if all the conditions set forth in Article VI Parent shall not have been satisfied or waived on such second business day, then be required to consummate the Closing shall take place on prior to the first business day on which all such conditions shall have been satisfied or waiveddate that is 30 Business Days after the date hereof. The date on which the Closing occurs is referred to herein in this Agreement as the “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 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 (the date and time of such filing, or such later time as shall be agreed by Parent and the Company and specified in such filing, being the “Effective Time”).

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger, and such other articles, certificates or other appropriate filing documents with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (collectively, the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions which, by their terms terms, are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto (i) shall cause the Parent Merger to be consummated by filing a certificate of merger (the “Parent Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law the DGCL and (ii) shall cause the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger,” and together with the Holdco Certificate of Merger, the “Certificates of Merger”) (the time of such filing with the Secretary Department of State of the State of Delaware New York in accordance with the applicable provisions of the NYLLCL (the time of such filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Company Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 8.1, the Closing Date. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxGxxxxxxx Mxxxxx, Professional Corporationcounsel to Parent, located at One Market, Sxxxx Xxxxx, Xxxxx 0000400 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be capable of being satisfied or waived only at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent prior to the Closing and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxx & Xxxxxxx, 000 Xxxxxxxx & RxxxxxXxxxxx XX, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx D.C., at 8:00 a.m. (Pacific Time) on the Closing Date. At the written request of Parent, the Company shall cause T-System, Inc. to timely deliver a time written notice to the Seller Representative (as defined in the TrustHCS Agreement) pursuant to Section 2.1(a) of the TrustHCS Agreement designating the Closing Date (as defined herein) as the Closing Date (as such term is defined in the TrustHCS Agreement) for purposes of the TrustHCS Agreement, such that Parent will have the right to cause the TrustHCS Acquisition and date the Transactions to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place consummated on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Datesame date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in the form attached hereto as Exhibit B-1 with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “DE Certificate of Merger”) and Articles of Merger in the form attached hereto as Exhibit B-2 with the Secretary of State of the State of Florida in accordance with the relevant provisions of Florida Law (the “FL Articles of Merger”; and together with the DE Certificate of Merger (the “Certificates of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Twin Vee Inc. and Parent Twin Vee Co. and specified in the Certificate Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on or after the Closing DateDate (as defined below). Unless the context otherwise requires, the term “Agreement ” as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificates of Merger. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxBlank Rome LLP, Professional Corporation1271 Avenue of the Americas | Nxx Xxxx, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXX 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second (2nd ) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) will take place via the electronic exchange of documents and signature pages (a) at 9:00 a.m. Pacific time at the offices of Gxxxxx, Dxxx & Cxxxxxxx LLP, 2000 Xxxx Xxxxxx, Suite 2100, Dallas, Texas, or through the electronic exchange of the applicable documents, using PDFs or electronics signatures, on the date on which the Acceptance Time occurs, except that if the conditions set forth in Section 8.01 are not satisfied or waived by such date (other than those conditions that by their nature are to be satisfied at the Closing Date, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions at the Merger Closing), then the Merger Closing will occur no later than the first business day on which the conditions set forth in Section 8.01 are satisfied or waived, or (b) at such other time, date or place as 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 “Closing Date.” Subject to the provisions terms and conditions set forth herein, a certificate of this Agreement, merger satisfying the parties hereto applicable requirements of the DGCL (the “Certificate of Merger”) shall cause be duly executed by the Company and simultaneously with the Merger to Closing shall be consummated by filing a Certificate filed with the Office of Merger with the Secretary of State of the State of Delaware in accordance Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the relevant provisions Office of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Merger) such filing, being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Smith, Anderson, Blount, Dorsett, Xxxxxxxx & RxxxxxXxxxxxxx, Professional CorporationL.L.P., located at One Market0000 Xxxxx Xxxxx Capitol Center, Sxxxx XxxxxRaleigh, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxNC 27601, at a time and 10:00 a.m. Eastern Time on the date to be specified by that is the parties, which shall be no later than the second business day of (i) three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VI VII (other than those that conditions, which by their terms terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date) or (ii) the earlier of (A) the third (3rd) Business Day immediately following the last day of the Marketing Period and (B) the date on which Parent delivers written notice to the Company waiving this clause (ii), which at the option of the Company may be postponed until the third (3rd) Business Day following such date (but, in any event, subject to the satisfaction or waiver (to the extent permissible) by the applicable party of the conditions set forth in Article VII at the Closing); provided, however, that the Closing may be consummated on such other date, time or place as Parent and the Company may mutually agree, or at such other time, date and location time as the parties hereto agree in writing; provided, howeverfurther, that in no event shall the Closing take place prior to December 30, 2013 (the “Closing Date”). Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall execute articles of merger (the “Articles of Merger”) as provided by Section 55-11-05 of the NBCA and deliver the Articles of Merger and any other documents required under the NCBCA to effect the Merger to the Secretary of State of the State of North Carolina for filing as provided by Section 55-11-05 of the NCBCA. The Merger shall become effective at the time specified in the Articles of Merger (the “Effective Time”). Notwithstanding the foregoing, if all the Closing would otherwise be required to occur pursuant to and in accordance with this Section 2.2 on any date prior to December 30, 2013 (the “Scheduled Closing Date”), then the Closing Date shall be extended to such date on or after December 30, 2013 and prior to the Termination Date as shall be mutually agreed in good faith by Parent and the Company (the “Extended Closing Date”); provided, that if, following good faith negotiation by Parent and the Company, Parent and the Company have not mutually agreed on the date of the Extended Closing Date (such agreement not to be unreasonably withheld), the Extended Closing Date shall be the Termination Date. In the event that the Scheduled Closing Date has been extended pursuant to the immediately preceding sentence, the obligations of Parent and Merger Sub to consummate the Merger on the Extended Closing Date shall remain subject to the fulfillment or waiver of each of the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then VII and all other conditions to the occurrence of the Closing Date set forth in this Section 2.2 (other than the condition set forth in Section 7.2(g), the satisfaction of which shall take place be deemed to be waived by Parent to the extent the failure of such condition to be so satisfied on the first business day on which all such conditions Extended Closing Date is attributable solely to a Material Adverse Effect that shall have been satisfied or waived. The date on which occurred during the period between the Scheduled Closing occurs is referred to herein as Date and the “Extended Closing Date).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Articles of Merger (the "Articles of Merger") with the Secretary of State the Commonwealth of the State of Delaware Massachusetts in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) MBCL and Chapter 164 (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Articles of Merger) , being the “"Effective Time”," and the date on which the Effective Time occurs being the "Effective Date") as soon as practicable on the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Articles of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Xxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000Dodge LLP, Xxx XxxxxxxxxXxxxxx Xxxxxx, XxxxxxxxxxXxxxxx, Xxxxxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI 6 (other than those that by their terms are delivery of items to be satisfied or waived delivered at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date"). At the Closing, (a) the Seller shall deliver to the Buyer the various certificates and instruments required under Article 6, (b) the Buyer and Merger Sub shall deliver to the Seller the various certificates and instruments required under Article 6, and (c) the Seller and Merger Sub shall execute and file with the Secretary of the Commonwealth of Massachusetts the Articles of Merger.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx XxxxxXxxx Xxxx, Xxxxx Xxxxxxxxxx 00000-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or or, to the extent permitted by law, waiver by the party entitled to the benefit thereof of the conditions set forth in Article VI VII (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject As soon as practicable on or after the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, 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 accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Parent and Company and Parent and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”) as soon as practicable on the Closing Date"). The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One MarketXxx Xxxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a date and time and date to be specified by the partiesParent and Company, which shall be no later than the second business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Parent and Company shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “"Closing Date.”"

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Section 9.1, and subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Articles of Merger with the Secretary of State of the State of Delaware Nevada in accordance with the relevant provisions of Delaware Nevada Law (the “Certificate Articles of Merger”) (the date and time of such filing with the Secretary of State of the State of Delaware Nevada (or such later date and time as may be agreed in writing by the Company and Parent and specified in the Certificate Articles of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties (the “Closing Date”), which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI ARTICLE VII (other than those that by their terms are to be satisfied or waived at the Closing but subject to their satisfaction or waiver at or prior to the Closing), or at such other time, date and location as Parent and the parties hereto Company agree upon in writing; provided, however, that if all the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI shall not have been ARTICLE VII (other than those conditions that by their terms are to be satisfied or waived on such second business dayat the Closing), then the Closing shall take place occur on the first date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) one (1) business day before or during the Marketing Period specified by Parent on which all such conditions shall have been satisfied or waived. The date on which no less than two (2) business days notice to the Closing occurs is referred to herein as Company and (b) the “Closing Datesecond business day after the final day of the Marketing Period.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) Merger being the “Effective Time”) as soon as practicable on or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxxxxx Xxxxxxx, Professional CorporationLLP, located at One Market0000 Xxxxxxxxxx Xxxxxx, Sxxxx 0xx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Articles of Merger with the Secretary of State of the State of Iowa in accordance with the relevant provisions of the ICA, 2007 Iowa Code Chapter 499, and 2007 Iowa Code Section 501A.1101 and the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law General Corporation Law, as the case may be, (the “Certificate Articles of Merger”) (the time of such filing with the Secretary of State of the State of Iowa and the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate Articles of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date, but in no event later than the next business day following the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx0000 Xxxxx Xx., Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxx XX 00000, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that conditions which by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions terms and conditions of this Agreement, as soon as practicable following the parties Closing on the Closing Date (defined below), the Parties hereto shall cause the Initial Merger to be consummated by filing a Certificate of Merger (the “Initial Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of the Delaware Law (the “Certificate of Merger”) Laws (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent and specified in the Initial Certificate of Merger) , being the “Initial Effective Time”). Immediately following the Initial Effective Time, the Parties shall cause the Final Merger to be consummated by filing a Certificate of Merger (the “Final Certificate of Merger” and, together with the Initial Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the Delaware Laws (the time of such filing, or such later time as soon as practicable on may be agreed in writing by Company and Parent and specified in the Closing DateFinal Certificate of Merger, being the “Final Effective Time”). The closing Unless this Agreement shall have been terminated pursuant to Section 7.1, the consummation of the Merger (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent, located at One MarketThe Chrysler Building, Sxxxx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx 00000-0000 or by electronic exchange of deliverables and release of signatures at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction thereof at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate the Articles of Merger merger (the "Articles of Merger") with the Secretary of State of the State of Delaware New Hampshire in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) New Hampshire law (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Articles of Merger) , being the “"Effective Time”," and the date on which the Effective Time occurs being the "Effective Date") as soon as practicable on the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Articles of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Ropes & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxGray, at a time and date to be specified by the partiesparxxxx, which shall be no later than the second business 35th day after the satisfaction or waiver of the conditions set forth in Article VI 6 (other than those that by their terms are delivery of items to be satisfied or waived delivered at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date"). At the Closing, (a) the Company shall deliver to the Parent the various Articles and instruments required under Article 6, (b) the Parent and Merger Sub shall deliver to the Company the various Articles and instruments required under Article 6, and (c) the Company and Merger Sub shall execute and file with the Secretary of the State of New Hampshire the Articles of Merger.”

Effective Time; Closing. Subject to the provisions of this Agreement, at the Closing (as defined below), the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary Department of State of the State of Delaware Florida (the “Florida Department of State”) articles of merger (the “Articles of Merger”) in such form as is required by and executed in accordance with the relevant provisions of Delaware Law FBCA and shall make all filings or recordings required under the FBCA. The Merger shall become effective (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) when Articles of Merger have been duly filed with the Florida Department of State, or at such later time as soon as practicable on shall be agreed upon by Parent and the Closing DateCompany and specified in the Articles of Merger in accordance with the FBCA. The Prior to the filings referred to in this Section 2.2, upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) shall take place be held at the offices of Wxxxxx Xxxxxxx DLA Piper LLP (US), 000 Xxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx XxxxxXxxxxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxx, XxxxxxxxxxXxxxxxx 00000-0000, at a time and USA, or such other place as the parties may agree on, as soon as practicable (but in any event within three business days) following the date on which all conditions set forth in Article VII that are by their nature to be specified by at the partiesClosing have been satisfied or, which shall be no later than to the second business day after extent permitted hereunder, waived, or at such other date as Parent and the satisfaction or waiver of Company may agree; provided, that the conditions set forth in Article VI (other than those VII that are by their terms are nature to be satisfied at the Closing are satisfied or to the extent permitted hereunder, waived at or prior to the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs takes place is referred to herein as the “Closing Date.”” For all tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a Certificate of Merger (the "Delaware Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and (b) delivery of a Certificate of Merger (the “"New York Certificate of Merger”") (the time of such filing with executed by Seller and Merger Sub to the Secretary of State of the State of Delaware New York (the time of such filing and delivery (or such later time as may be agreed in writing by the Company and Parent parties and specified in the Delaware Certificate of MergerMerger and New York Certificate of Merger ) being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement, the Delaware Certificate of Merger and the New York Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Kaufman & RxxxxxMoomjian, Professional CorporationLLC, located at One Market00 Xxxrles Xxxxxxrgh Boulevaxx - Xxxxx 000, Sxxxx Xitxxxx Xxxxx, Xxxxx 0000Xxx Xxxx 00000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a xx x time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) will take place (a) at the offices of O’Melveny & Xxxxx LLP, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, as soon as practicable following the Acceptance Date (or the Top-Up Closing if the Top-Up Option has been exercised); provided that, if there shall be a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the Required Stockholder Vote shall be required in order to consummate the Merger, then on the second business day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 8 (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) 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 provisions terms and conditions set forth herein, a certificate of this Agreement, merger satisfying the parties hereto shall cause applicable requirements of the Merger to be consummated by filing a DGCL (the “Certificate of Merger Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware in accordance Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the relevant provisions Office of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Merger) such filing, being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject The closing of the transactions contemplated by this Agreement and the First Merger (the “Closing”) will take place by electronic communications and transmission of PDF documents on a date to be mutually agreed by Parent and the Company which shall not be more than two (2) Business Days after the date on which the last to be satisfied of all of the conditions set forth in Section 7 has been satisfied or, to the provisions extent permissible, waived in writing by the parties or party entitled to the benefit thereof (except for conditions which in accordance with their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, written waiver by the parties or parties entitled to the benefit of this Agreementsuch conditions) or at such other date, time or location as the Company and Parent may mutually agree, in each case, with original documents being exchanged contemporaneously with or promptly after the Closing, where applicable and necessary. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the First Merger to be consummated by (i) filing a certificate of merger substantially in the form attached hereto as Exhibit C (the “First Merger Certificate of Merger Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant provisions of Delaware Law the DGCL and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” shall mean the time of the filing of the First Merger Certificate of Merger”) (, or, if different, the time of such filing with the Secretary of State effectiveness thereof that is specified therein. For all purposes, all of the State of Delaware (or such later time as may document deliveries and other actions to occur at the Closing will be agreed in writing by conclusively presumed to have occurred at the Company and Parent and specified in same time, immediately before the Certificate of Merger) being the “First Merger Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions a properly executed certificate of Delaware Law merger (the “Certificate of Merger”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the DGCL (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Noble and the Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing DateDate (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Disclosure Schedules, as defined in the preamble to Article II hereof). Unless this Agreement shall have been terminated pursuant to Section 7.1, the closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxMintz, Professional CorporationLevin, located Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz Lxxxx”) at One Market, Sxxxx Xxxxx, 600 Xxxxx 0000Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx 00000, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause (a) the Parent Merger to be consummated by filing a Certificate of Merger (the “Parent Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law law and (b) the “Certificate Company Merger to be consummated by filing an Articles of Merger”) (the time of such filing Merger with the Secretary of State of the State of Delaware Georgia in accordance with the applicable provisions of Georgia law (the “Company Articles of Merger”) (the time of the later of such filings, or such later time as may be agreed in writing by the Company and Parent and specified in the Parent Certificate of Merger and the Company Articles of Merger) , being the “Effective Time”) as soon as practicable on the Closing Date). The closing term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Parent Certificate of Merger and the Company Articles of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Parent and Holdco, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or emailed “.pdf” file.”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware and Utah Department of Commerce, Division of Corporations, in accordance with the relevant provisions of Delaware Law the DGCL and UBCA a Certificate of Merger and/or Articles of Merger (the “"Certificate of Merger”") (the time of such filing with the Secretary of State of the State of Delaware (and Utah Department of Commerce, Division of Corporations, or such later time as may be agreed in writing by the Company and Parent Eneco and specified in the Certificate of Merger) , being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and Eneco Schedule). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Blackburn & RxxxxxStoll LLC, Professional Corporation257 Xxxx 000 Soxxx, located at One MarketSuite 000, Sxxxx XxxxxXxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be XX 00000 xx x xxxx xxx xxxx xx xx specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Subject As soon as practicable on or after ----------------------- the Closing Date (as defined in this Section 1.2), and upon the terms and subject to the provisions conditions of this Agreement, 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 accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed upon in writing by the Parent and Company and Parent and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”) as soon as practicable on the Closing Date"). The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One MarketXxx Xxxxxx, Sxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, at a date and time and date to be specified by the partiesParent and Company, which shall be no later than the second business day after following the satisfaction or or, if permitted pursuant hereto, waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, date and location time as the parties hereto Parent and Company shall mutually agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is shall be referred to herein as the “"Closing Date.”"

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Article IX, and subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing DateDate (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporation, located at One Market000 Xxxx Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or written waiver of the conditions set forth in Article VI VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) (the second business day after the date of such satisfaction or waiver, the “Material Condition Satisfaction Date”); provided, however, that if the Material Condition Satisfaction Date occurs after June 19, 2012, then the Closing shall be on the later of (i) July 2, 2012 and (ii) the second business day after the satisfaction or written waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as Parent and the parties hereto Company agree upon in writing; providedprovided further, however, that if all of the conditions set forth in Article VI shall not VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived on such second business dayor prior to June 17, 2012, then the condition set forth in Section 7.2(d) shall be deemed to be satisfied as of the Closing Date and shall take place on the first business day on which all such conditions shall have been satisfied be of no further force or waivedeffect. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a Certificate of Merger (the "DL Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and (b) filing a Certificate of Merger (the “"NY Certificate of Merger”") (the time of such filing executed by Seller and Merger Sub with the Secretary of State of the State of Delaware New York in accordance with the relevant provisions of New York Law (the time of such filings, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Certificates of Merger) , being the “"Effective Time”") as soon as practicable on or after the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Certificates of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx the attorneys for Buyer and Merger Sub, Kaufman & RxxxxxMoomjian, Professional CorporationLLC, located at One Market50 Xxxxxes Xxxxxxxxh Boulevard - Xxxxx 000, Sxxxx Xxtxxxx Xxxxx, Xxxxx 0000Xxx Xxxx 00000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a xx x time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VI, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date").”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in the form attached hereto as Exhibit B with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Callisto and Parent Synergy and specified in the Certificate of Merger) being referred to herein as the “Effective Time”) as soon as practicable on or after the Closing DateDate (as defined below). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificate of Merger. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 000000 Xxxxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second (2nd) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Certificates of Merger in the forms attached hereto as Exhibit B with the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL and the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate Certificates of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent MM and specified in the Certificate Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on the Closing Date. The Merger will become effective at the Effective Time. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Pxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000600 Xxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second business day (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI hereof (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate Certificates of Merger in the forms attached hereto as Exhibit B with the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL and the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate Certificates of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent MM and specified in the Certificate Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on the Closing Date. The Merger will become effective at the Effective Time. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxx Xxxxxxxx & RxxxxxLLP, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000000 Xxxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, 00000, at a time and date to be specified by the partiesparties hereto, which time and date shall be no later than the second business day (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI hereof (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on upon which the Closing actually occurs is being referred to herein as the “Closing Date”).”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause the Merger Mergers to be consummated by filing a Certificate Certificates of Merger (the “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) DGCL and DLLCA (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company Kitara Media, NYPG and Parent Ascend and specified in the Certificate Certificates of Merger) Merger being the “Effective Time” and the date of such filing being the “Effective Date”) as soon as practicable on ). Unless this Agreement shall have been terminated pursuant to Section 9.1, the Closing Date. The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Professional Corporationcounsel to Ascend, located at One Market000 Xxxxxxxxx Xxxxxx, Sxxxx 00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the second fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing)VII, or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate the Articles of Merger merger (the "Articles of Merger") with the Secretary of State of the State of Delaware New Hampshire in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) New Hampshire law (the time of such filing with the Secretary of State of the State of Delaware (filing, or such later time as may be agreed in writing by the Company and Parent parties and specified in the Certificate Articles of Merger) , being the “"Effective Time”," and the date on which the Effective Time occurs being the "Effective Date") as soon as practicable on the Closing DateDate (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and the Articles of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx Ropes & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XxxxxxxxxxXxxx, at a time and date to be specified by the parties, which shall be no later than the second business 35th day after the satisfaction or waiver of the conditions set forth in Article VI 6 (other than those that by their terms are delivery of items to be satisfied or waived delivered at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all writing (the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “"Closing Date"). At the Closing, (a) the Company shall deliver to the Parent the various Articles and instruments required under Article 6, (b) the Parent and Merger Sub shall deliver to the Company the various Articles and instruments required under Article 6, and (c) the Company and Merger Sub shall execute and file with the Secretary of the State of New Hampshire the Articles of Merger.”