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, in such appropriate form as determined by the parties, 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 (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx 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, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Company and Merger to be consummated by filing Sub will file a certificate of merger, in such appropriate form as determined by the partiesparties and in accordance with the requirements of the DGCL, 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”") (the date and time of such filing (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as defined below)Date. The closing of the Merger (the “"Closing”") shall take place at the offices of Fenwick Testa, Hurwitz & West Thibeault, LLP, located at Silicon Valley Center125 High Street, 000 Xxxxxxxxxx XxxxxxBoston, Xxxxxxxx XxxxMassachusettx, Xxxxxxxxxxxx a xxxx xnd xxxx xx xe specixxxx xx xxx xxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day xxxxx xxxxx xx xx soon as practicable after the satisfaction or waiver of the conditions set forth in Article VIVII (other than these that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of these conditions, or at such other time, date and location as the parties hereto agree in writing (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 mergermerger consistent with this Agreement, in such appropriate a form as determined by reasonably satisfactory to the partiesparties (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”) DGCL (the time of such 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 or after the Closing Date (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West Gxxxxxx Procter LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx 50 Xxxxx Xxxxxx, Xxxxxxxx XxxxXxxxxx, XxxxxxxxxxXxxxxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day fifth (5th) Business Day after the satisfaction or waiver of the conditions set forth in Article VI6 (other than those that by their nature must be satisfied at the Closing), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto hereto, or in the case of the Second-Step Merger, TIBCO, shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, 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”") (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by Company Talarian and Parent TIBCO and specified in the such Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as defined belowherein defined). The closing of the Merger (the “"Closing”") shall take place at the offices of Fenwick & West LLPVenture Law Group, located at Silicon Valley Center0000 Xxxx Xxxx Xxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxx 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, or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”").

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, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing (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”) on, or as soon as practicable on or after after, the Closing Date (as defined belowherein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLPXxxxxx, located at Silicon Valley CenterProfessional Corporation, 000 Xxxxxxxxxx XxxxxxXxxx Xxxx Xxxx, Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (writing. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”).

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto shall cause the Company and Merger to be consummated by filing Sub will file a certificate of merger, in such appropriate form as determined by the partiesparties and in accordance with the requirements of the DGCL, 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”") (the date and time of such filing (or such later time as may be agreed ------ in writing by Company and Parent and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as defined below)Date. -------------- The closing of the Merger (the “"Closing”") shall take place at the offices of Fenwick ------- Testa, Hurwitz & West Thibeault, LLP, located at Silicon Valley Center125 High Street, 000 Xxxxxxxxxx XxxxxxBoston, Xxxxxxxx XxxxMassachusettx, Xxxxxxxxxxxx a xxxx xnd xxxx xx xe specixxxx xx xxx xxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day xxxxx xxxxx xx xx soon as practicable after the satisfaction or waiver of the conditions set forth in Article VIVII (other than these that by their nature are to be satisfied at the Closing, but subject to the satisfaction or or waiver of these conditions, or at such other time, date and location as the parties hereto agree in writing (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, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant 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, 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 (as defined belowherein 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 Schedules and Parent Schedules). 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 Fenwick & West LLP, located at Silicon Valley CenterDLA Piper Rudnick Gray Cary US XXX, 000 Xxxxxxxxxx XxxxxxXxxixxx Xxxx, Xxxxxxxx XxxxSuite 2400, Xxxxxxxxxx, at a time and date to be XX 00000-0000 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, or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”").

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 Certificate of merger, in such appropriate form as determined by the parties, 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 (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Xxxxxx & West Xxxxxxx LLP, located at Silicon Valley CenterXxxx Xxxxxxx Tower, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx00xx Xxxxx, XxxxxxxxxxXxxxxx, Xxxxxxxxxxxxx 00000, at a time and date to be specified by the parties, which shall be no later than the second business day first (1st) 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 VIVII (other than those that by their terms are to be satisfied at the Closing), or at such other time, date and location as the parties hereto agree in writing (writing. 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 will cause the Merger to be consummated by filing a certificate the Certificate of merger, Merger in such substantially the form of Exhibit A (the “Certificate of Merger”) and appropriate form as determined by the parties, officers’ certificates of each of Company and Merger Sub with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (collectively, the “Certificate of MergerMerger Documents”) (the time of such filing (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the “Closing”) shall will take place at the offices of Fenwick & West Xxxxx Xxxxxx Xxxxxxxx LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx 0000 XX Xxxxx Xxxxxx, Xxxxxxxx XxxxXxxxx 0000, XxxxxxxxxxXxxxxxxx, XX 00000 on or before March 21, 2008, or at a time and date to be specified hereafter by the parties, which shall will be no later than the second business day two Business Days after the satisfaction or waiver of the conditions set forth in Article VIVI are either satisfied or waived, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). In furtherance of the foregoing, the parties hereto commit to use their reasonable best efforts to complete the Closing on or before March 21, 2008.

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, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant 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, 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 (as defined belowherein 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 Schedules and Parent Schedules). 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 Fenwick Stone, Rxxxxxxxxx & West LLPCha, located at Silicon Valley CenterPLC, 000 Xxxxxxxxxx 20000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx XxxxXxxxx, Xxxxxxxxxx, XX 00000 at a time and date to be specified by the parties, which shall be no later than the second third business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

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, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing (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 or after the Closing Date (as defined belowherein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLPXxxxxx, located at Silicon Valley CenterProfessional Corporation, 000 Xxxxxxxxxx XxxxxxXxxx Xxxx Xxxx, Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIV (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in 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 shall cause the Merger to be consummated by filing a certificate of merger, in such appropriate form as determined by merger (the parties, “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”) DGCL (the time of such filing (filing, 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 (as defined below). The closing 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 Certificate of Merger, shall take place at the offices of Fenwick & West LLPXxxxxxxx Xxxxxx, located at Silicon Valley Centercounsel to Parent, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxx Xxxx, Xxxxxxxxxx, Xxx Xxxx 00000-0000 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, or at such other time, date and location as the parties hereto agree in 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 Certificate of merger, in such appropriate form as determined by the parties, Merger 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”) (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 and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Xxxxx Xxxx & West LLPXxxxxxxx, located at Silicon Valley Center0000 Xx Xxxxxx Xxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxx 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 VIVI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as the parties hereto agree in writing (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 Certificate of merger, in such appropriate form as determined by the parties, 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 (as defined below). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick O’Melveny & West Xxxxx LLP, located at Silicon Valley Center000 Xxxxxxx Xxxxxx Xxxxx, 000 Xxxxxxxxxx Xxxxxx00xx Xxxxx, Xxxxxxxx XxxxXxxxxxx Xxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the later of (a) the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI and (b) April 26, 2006, or at such other time, date and location as the parties hereto agree in writing (the date on which the closing actually occurs, 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 Certificate of merger, in such appropriate form as determined by the parties, 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 (as defined below). The closing of the Merger (the “Closing”) ). The Closing shall take place at the offices of Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLPXxxxxx, Professional Corporation, located at Silicon Valley Center000 Xxxx Xxxx Xxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx 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 VIVII (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 (writing. The date on which the Closing occurs is referred to herein as the “Closing Date.”).

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, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing (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 or after the Closing Date (as defined belowherein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Wxxxxx Xxxxxxx Xxxxxxxx & West LLPRxxxxx, located at Silicon Valley CenterProfessional Corporation, 000 Xxxxxxxxxx Xxxxxx600 Xxxx Xxxx Xxxx, Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIV (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Company and Merger to be consummated by filing Sub will file a certificate of merger, in such appropriate form as determined by the parties, (a) 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”"), and (b) with the State Department of Assessments and Taxation of the State of Maryland in accordance with the relevant provisions of the MGCL (the date and time of such later filing (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as defined below)Date. The closing of the Merger (the “"Closing”") shall take place at the offices of Fenwick Xxxxx, Xxxxxxx & West Xxxxxxxxx, LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx Xxxx Xxxxxx, Xxxxxxxx XxxxXxxxxx, XxxxxxxxxxXxxxxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day as soon as practicable after the satisfaction or waiver of the conditions set forth in Article VIVII, or at such other time, date and location as the parties hereto agree in writing (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, merger in such appropriate mutually acceptable form as determined by the parties, 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”"Merger Documents") (the time of such filing (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of MergerMerger Documents) being the “"Effective Time”) "), as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the “"Closing”") shall take place at the offices of Fenwick Ellis, Funk, Xxxxxxxx, Xxxxxxxx & West LLPDokson, located at Silicon Valley CenterP.C., 000 Xxxxxxxxxx XxxxxxOne Securities Centre, Suite 400, 0000 Xxxxxxxx Xxxx, XxxxxxxxxxXxxxxxx, Xxxxxxx 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, 6 (other than those that by their nature will be satisfied at the Closing) or at such other time, date and location as the parties hereto agree in writing (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 Certificate of merger, in such appropriate form as determined by Merger (the parties, “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 (as defined below)Date. The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Skadden, Arps, Slate, Xxxxxxx & West Xxxx LLP, located at Silicon Valley Center000 Xxxx Xxxxxx Xxxxx, 000 Xxxxxxxxxx XxxxxxChicago, Xxxxxxxx Xxxx, 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 VIVI (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 (writing. 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 Certificate of merger, in such appropriate form as determined by Merger (the parties, "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 (or such later time as may be agreed in writing by Company and Parent the parties and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as defined belowhereinafter in this Section defined). The closing of the Merger (the “"Closing”") shall take place at the offices of Fenwick Kaufman & West LLPMoomjian, located at Silicon Valley CenterLLC, 000 Xxxxxxxxxx Xxxxxx50 Xxxxxes Xxxxxxxxh Boulevarx - Xxxxx 000, Xxxxxxxx XxxxXxtxxxx Xxxxx, XxxxxxxxxxXxx Xxxx 00000, 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, or at such other time, date and location as the parties hereto agree in writing (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 mergermerger and ownership, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law D.G.C.L. (the “Certificate of Merger”) (the time of such filing (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on following satisfaction or after waiver of the Closing Date (as defined below)conditions set forth in Article VI. The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Xxxxxx, Xxxxxxx & West Xxxxxx, LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx 0000 Xxxxxxxxx Xxxx, XxxxxxxxxxX.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 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, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

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, in such appropriate form as determined by merger (the parties, 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 (filing, or such later time as may be agreed in writing by Company and Parent the Constituent Companies and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined belowherein defined). The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West Sayid and Associates LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx Xxxx 00xx Xxxxxx, Xxxxxxxx Xxxxx 0X, Xxx Xxxx, XxxxxxxxxxXxx Xxxx 00000, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (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 Certificate of merger, in such appropriate form as determined by Merger (the parties, “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 (filing, or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). 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 Certificate of Merger, shall take place at the offices of Fenwick & West LLPXxxxxxxx Xxxxxx, located at Silicon Valley Centercounsel to Parent, The Chrysler Building, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxx Xxxx, 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 fifth (5th) Business Day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.

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 Certificate of merger, in such appropriate form as determined by Merger (the parties, “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 (filing, or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). 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 Certificate of Merger, shall take place at the offices of Fenwick & West LLPXxxxxxxx Xxxxxx, located at Silicon Valley Centercounsel to Parent, The Chrysler Building, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx 00xx Xxxxx, Xxx Xxxx, 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 VIVI (other than those conditions that by their nature are to be satisfied 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 (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, in such appropriate form as reasonably determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law DGCL (the “Certificate of Merger”) (), as soon as practicable on or after the Closing Date. The time of such filing (or such later time as may be agreed in writing by Company ONI and Parent Novoste and specified in the Certificate of Merger) being , is referred to herein as the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). .” The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West Xxxxx Xxxx LLP, located or at Silicon Valley Center, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxxsuch other place specified by the parties, at a time and date to be specified by the partiesONI; provided, which shall be that such date is no later less than the second five business day days and no more than ten business days after the satisfaction or waiver of the first date on which all conditions set forth in Article VIVIII (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, or at such other time, time and date as ONI and location as the parties hereto Novoste agree in writing (writing. The date on which the Closing shall actually take place 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 Certificate of merger, in such appropriate form as determined by the parties, 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 (as defined below)Date. The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLPXxxxxx, Professional Corporation, located at Silicon Valley Center, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx0000 X Xxxxxx XX, Xxxxxxxxxx, X.X. 00000, 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 VIV (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 (writing. 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, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause the Merger to be consummated by filing a certificate Certificate of merger, in such appropriate form as determined by Merger (the parties, “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”) DGCL (the time of such filing (filing, or such later time as may be agreed in writing by Company SG Blocks and Parent CDSI and specified in the Certificate of Merger) Merger being the “Effective Time” and the date of such filing being the “Effective Date”) as soon as practicable on or after the Closing Date (as defined below). The closing 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 Certificate of Merger, shall take place at the offices of Fenwick & West LLPXxxxxxxx Xxxxxx, located at Silicon Valley Centercounsel to CDSI, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx 00xx Xxxxx, Xxx Xxxx, Xxxxxxxxxx, Xxx 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, or at such other time, date and location as the parties hereto agree in 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 the certificate of merger, substantially in such appropriate the form attached hereto as determined by Exhibit A, (the parties, “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 (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below)Date. The closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, located at Silicon Valley Center, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second third business day after the satisfaction or waiver of the conditions set forth in Article VISections 6.1 and 6.3(d) below, or at such other time, date and location as the parties hereto agree in 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 shall cause the Merger to be consummated by filing a certificate of merger, in such appropriate form as determined by merger (the parties, “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”) DGCL (the time of such filing (filing, 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 (as defined below). The closing 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 Certificate of Merger, shall take place at the offices of Fenwick & West LLPGxxxxxxx Mxxxxx, located at Silicon Valley Centercounsel to Parent, 000 Xxxxxxxxxx 400 Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxx Xxxx, Xxxxxxxxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the second third (3rd) business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.