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 or after the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 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. 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 or after the Closing Date. The closing of the Merger (the “Closing”) shall take occur through electronic means or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of ▇▇▇▇▇▇ Price P.C., located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time 10:00 a.m., local time, on the later of (i) March 31, 2026 and date to be specified by (ii) the parties, first day of the month immediately following the month during which shall be no later than the second Business Day after the satisfaction or waiver each of the conditions set forth in Article V 8 and Article 9 (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 those conditions) has been satisfied or waived, or at such other time, date time and location place as Acquiror and the parties hereto Company may agree in writing. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”). Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The Company shall file on the Closing Date a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”) and articles of merger with the Secretary of State of the State of Illinois (“Illinois Articles of Merger”). The Merger shall become effective as of the date and time specified in the Certificate of Merger (the “Effective Time”).

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 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 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 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 closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Parent, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V (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. The date on which writing (the Closing occurs is referred to herein as the “"Closing Date"). Closing signatures may be transmitted by facsimile.”

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 certificate of Merger 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 with the Secretary of State of the State Certificate of DelawareMerger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by the 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 DateDate (as herein defined). The closing of the Merger (the “"Closing”") shall take place at the offices of Venture Law Group, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V (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. The date on which writing (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 Delaware, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇LLP, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, 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 V 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. The date on which the Closing occurs is referred to herein as writing (the “Closing Date”).”

Effective Time; Closing. Subject to the provisions of this Agreement, the parties 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 Articles of Merger with the Secretary of State of the State of Nevada in accordance with the relevant provisions of Delaware Law and Nevada Law (the “Certificate "Certificates of Merger”") (the time of such filing with the Secretary Secretaries of State of the State States of Delaware, Delaware and Nevada (or such later time as may be agreed in writing by the Company and Parent Merger Sub 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 the Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the partiesParties, which shall be no later than the second Business Day after the satisfaction or waiver of the conditions set forth in Article V (other than those that by their terms are to be satisfied or waived at the Closing)Articles 5 and 6, or at such other time, date and location as the parties Parties hereto agree in writing. The date on which writing (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 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 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 Company Schedule and Parent 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Graubard Miller, 600 Third ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇rk, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, 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 V (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. The date on which writing (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 the articles of Merger merger, in such appropriate form as determined by the parties (the “Articles of Merger”), attaching thereto the plan of merger, in the form attached hereto as Exhibit C (the “Plan of Merger”), in each case with the Secretary of State of the State of Delaware Washington in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) Act (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 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 ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V (other than those that by their terms are to be satisfied or waived at the Closing)Section 7.1, or at such other time, date and location as the parties hereto agree in writing. 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, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State States of Delaware and Nevada, in accordance with the relevant provisions of Delaware Law the DGCL and NGCL 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 States of DelawareDelaware and Nevada, or such later time as may be agreed in writing by the Company and Parent AeroGrow 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 AeroGrow 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, the Company 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 V (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. The date on which writing (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 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 Delawarefiling, 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 or after ). 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Ascend, ▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 V (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. 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 of Merger Merger, substantially in the form of Exhibit A hereto (the "CERTIFICATE OF MERGER"), with the Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada, in accordance with the relevant provisions of Delaware and Nevada 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 parties and specified in the Certificate of Merger, ) being the “Effective Time”"EFFECTIVE TIME") as soon as practicable on or after the Closing DateDate (as defined herein). 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”"CLOSING") shall take place at the offices of The Otto Law Group, PLLC, 900 Fourth A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇e, Professional CorporationSuite 3140, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Sea▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified ▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ed 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 V (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. The date on which writing (the Closing occurs is referred to herein as the “Closing Date"CLOSING DATE").”

Effective Time; Closing. Subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate articles of Merger merger (the “Articles of Merger”) with the Nevada Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of Delaware Law (the “Certificate of Merger”) NRS (the time of such filing with the Secretary of State of the State of Delawarefiling, or such later time as may be agreed in writing by the Company Bendon and Parent Naked and specified in the Certificate Articles of Merger, Merger being the “Effective Time”) as soon as practicable on or after ). 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 Articles of Merger, shall take place at the offices of G▇▇▇▇▇▇▇ M▇▇▇▇▇, counsel to Bendon, located at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, 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 V VI (other than those conditions that by their terms nature are to be satisfied at Closing or waived at the Closingwaiver of those conditions), or at such other time, date and location as the parties hereto agree in writing. 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, 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 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 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 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 DLA Piper Rudnick Gray Cary US ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇i▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇Suite 24▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V (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. The date on which writing (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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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 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. 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 articles of merger as contemplated by the NGCL (the "Articles of Merger") and (b) filing a properly executed agreement or certificate of merger as contemplated by the DGCL (the "Certificate of Merger Merger"), each, together with any required related certificates, with the Secretary Secretaries of State of the State States of Delaware Nevada and Delaware, as appropriate, in such forms as required by, and executed in accordance with the relevant provisions of Delaware Law (of, the “Certificate of Merger”) (NGCL and the DGCL, respectively. The Merger shall become effective at the time of the later to occur of such filing with the Secretary of State of the State of Delaware, filings or at such later time time, as may be agreed upon in writing by the Company and Parent and Acquiror, specified in the Articles of Merger and the Certificate of Merger, being Merger (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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Kramer Levin Naftalis & ▇▇Frankel LLP, 919 Third Avenue, New York, New ▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇ate ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V (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. The date on which writing (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 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, in accordance with the applicable provisions of the 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 ). 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Parent, The Chrysler Building, ▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V 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. 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 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 States of Delaware and Nevada in accordance with the relevant provisions of Delaware Law the DGCL and NGCL a certificate and/or articles of merger (the “"Certificate of Merger”") (the time of such filing with the Secretary of State of the State States of DelawareDelaware and Nevada, 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 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇-▇▇▇▇▇▇▇▇▇▇, ▇ 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 V (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. The date on which writing (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 Nevada in accordance with the relevant provisions of Delaware Law the RSN Articles of Merger (the “Certificate Articles of Merger”) (the time of such filing with the Secretary of State of the State of DelawareNevada, 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 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 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 ▇▇▇the Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 V (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. 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, 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 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 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 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 closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Parent, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, 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 V (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. The date on which writing (the Closing occurs is referred to herein as the “"Closing Date"). Closing signatures may be transmitted by facsimile.”

Effective Time; Closing. Subject to (a) Concurrently with the provisions of this AgreementClosing ----------------------- (as defined in Section 1.2(b)), 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 (the "Secretary of State") a certificate of merger (the "Certificate ------------------ ----------- of Merger") in accordance with Section 251 of the relevant provisions of Delaware Law DGCL. --------- The Merger shall become effective (the “"Effective Time") when the Certificate -------------- of Merger”) (the time of such filing Merger has been filed with the Secretary of State of the State of Delaware, or at such later time as may shall be agreed in writing upon by the Company and Parent parties and specified in the Certificate of Merger, being the “Effective Time”. (b) as soon as practicable on or after the Closing Date. The closing of the Merger transactions contemplated hereby (the “"Closing”") shall take place be held at the offices of ▇▇Dechert, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ------- ▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a 10:00 a.m. local time and date to be specified by the parties, which shall be no later than on the second Business Day after business day following the satisfaction or waiver of date on which the conditions set forth in Article V (other than those that by their terms are to be VI shall have been satisfied or waived at the Closing)waived, or at such other time, place or time or on such other date as Parent and location as the parties hereto agree in writingCompany may agree. The date on which the Closing occurs takes place is referred to herein as the “"Closing Date.”" -------------