Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware in accordance with the relevant provisions of 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 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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, 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.

Effective Time; Closing. Subject As promptly as practicable, but in no event later than the third business day after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions of this Agreementat the Closing), the parties hereto shall cause the Merger to be consummated by filing with the Secretary a certificate of State of the State of Delaware in accordance with the relevant provisions of the DGCL a Certificate of Merger merger (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger, ) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan such filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place be held at the offices of KramerXxxxxxxx & Xxxxx LLP, Levin000 Xxxxx XxXxxxx Xxxxxx, Naftalis & Xxxxxxx, LLPXX 00000, 0000 Xxxxxx xx xxx Xxxxxxxxor such other place as the parties shall agree, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by for the parties, which shall be no later than the third Business Day after purpose of confirming the satisfaction or waiver waiver, as the case may be, of the conditions set forth in Article VIIVII (the date of 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.

Effective Time; Closing. Subject to On the second Business Day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of this AgreementO’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, the parties hereto “Closing Date”). On the Closing Date, WebMD shall cause the Merger to be consummated by filing with the Secretary file a certificate of State of the State of Delaware in accordance with the relevant provisions of the DGCL a Certificate of Merger merger (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger, ) being the “Effective Time”) as soon as practicable on or after the Closing Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, 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.

Effective Time; Closing. Subject Upon the terms and subject to the conditions hereof, the closing of the Merger and other transactions as provided herein (the “Closing”) will take place at 10:00 a.m. local time on the day which is within three (3) Business Days following the date on which all conditions to Closing shall have been satisfied or waived (other than those that by their terms are not contemplated to be satisfied until the Closing, but subject to the fulfillment or waiver of such conditions), at the offices of Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time and place as the parties hereto may mutually agree in writing. If elected by the Company and Buyer, the Closing shall take place by electronic transfer of the deliverables, or by other means mutually agreeable to the Company and Buyer. The date on which the Closing occurs is referred to herein as the “Closing Date”. Upon the terms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall will cause the Merger to be consummated by filing with a certificate of merger in the Secretary form attached hereto as Exhibit B (the “Certificate of State of the State of Delaware Merger”), executed in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL a in connection with the Merger. The Merger shall become effective at such time as such Certificate of Merger (the “Certificate of Merger”) (the time of such is submitted for filing with the Delaware Secretary of State of the State of Delaware, or at such later other time as may be indicated therein and agreed in writing by Buyer 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 Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, 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.

Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware in accordance with the relevant provisions of 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 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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer5:30 a.m., LevinPacific time, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at on a time and date to be specified by the partiesparties hereto, which shall be no later than the third Business Day business day after the satisfaction or (to the extent permitted by Law) waiver of all of the conditions set forth in Article VIIVII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at such other the Closing), at the offices of Xxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another time, date and location as or place is agreed to in writing by the parties hereto agree hereto. The date on which the Closing is to take place is referred to in writing (this Agreement as the “Closing Date.” At the Closing, 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 such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of this Agreementthe parties hereto), the parties hereto shall cause (a) the Reverse 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 such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL a Certificate of and (b) the Second-Step Merger (to be consummated by making all filings and recordings required under the DGCL. The term “Certificate of Merger”) (Effective Time” means the date and time of such the filing with with, and the acceptance by, the Secretary of State of the State of Delaware, Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place will be held at the offices of KramerXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LevinLLP (“Xxxxxxxxx Xxxxxxx”), Naftalis & Xxxxxxx000 Xxxxxxxxxxxx Xxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to As promptly as practicable following the conditions satisfaction or, if permissible by the express terms of this Agreement, waiver of the conditions set forth in Article VII (but in no event more than three (3) business days thereafter) (or such other date as may be agreed by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL a and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing of the 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 each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place will be held at the offices of KramerXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LevinLLP at 000 Xxxxxx Xxxxxx, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject Unless this Agreement is earlier terminated pursuant to Section 12, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place as soon as reasonably practicable after the satisfaction or waiver of each of the conditions set forth in Sections 7, 8 and 9 below (other than conditions that by their nature are to be satisfied solely by the performance thereof at Closing, and subject to the satisfaction or waiver of those conditions of this Agreementat such time), or at such other time as Parent and the Company shall otherwise agree (the “Closing Date”). In connection with the Closing, 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, as contemplated by the DGCL a Certificate of Merger and substantially in the form attached hereto as Exhibit B (the “Certificate of Merger”) and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall be effective upon the later of: (a) the date and time of such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (b) such later other date and time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger, Merger (such later date being referred to as the “Effective Time”) as soon as practicable on or after the Closing Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) Closing shall take place at 10:00 a.m., Pacific Time, on the Closing Date at the offices of Kramer, Levin, Naftalis & Xxxxxxx, Xxxxxxx XxXxxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimileXxxxxxxxxx 00000.

Effective Time; Closing. Subject to As promptly as practicable (but in no event later than three business days) following the conditions satisfaction or, if permissible by the express terms of this Agreement, waiver of the parties hereto conditions set forth in Article VII (or such other date as may be agreed by each of the Parties), Parent and Pihana shall cause the Merger to be consummated by (i) filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL a and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing of the 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 each of the Company and Parent Parties and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place will be held at the offices of Kramer, Levin, Naftalis Xxxxxx & Xxxxxxx, LLP000 Xxxxx Xxxxxx, 0000 Xxxxxx xx xxx XxxxxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction 00000-0000 (or waiver of the conditions set forth in Article VII, or at such other time, place as the Parties may agree). The date and location time on which the Closing shall occur is referred to herein as the parties hereto agree in writing (the “Closing Date.”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of this Agreementthe parties hereto), 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 such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL and as is otherwise in a Certificate of Merger (form mutually acceptable to Parent and the “Certificate of Merger”) (Company. The term "Effective Time" means the date and time of such the filing with with, and the acceptance by, the Secretary of State of the State of Delaware, Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “"Closing”") shall take place will be held at the offices of KramerXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LevinLLP ("Xxxxxxxxx Xxxxxxx"), Naftalis & Xxxxxxx000 Xxxxxxxxxxxx Xxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the “Closing shall occur is referred to herein as the "Closing Date”). Closing signatures may be transmitted by facsimile."

Effective Time; Closing. Subject to As promptly as practicable (but in no event later than three (3) business days) following the conditions satisfaction or, if permissible by the express terms of this Agreement, waiver of the conditions set forth in Article VII (or such other date as may be agreed by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL a and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing of the 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 each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place will be held at the offices of KramerXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LevinLLP (“Xxxxxxxxx Xxxxxxx”), Naftalis & Xxxxxxx000 Xxxxxxxxxxxx Xxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction Xxxxxxxxxx (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place as soon as reasonably practicable after the satisfaction or waiver of each of the conditions set forth in Sections 7, 8 and 9 below (other than conditions that by their nature are to be satisfied at Closing, and subject to the satisfaction or waiver of those conditions of this Agreementat such time) but in no event prior to October 24, 2007, or at such other time as Parent and the Company shall otherwise agree (the “Closing Date”). In connection with the Closing, 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, as contemplated by the DGCL a Certificate of Merger and in the form attached hereto as Exhibit B (the “Certificate of Merger”) and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall be effective upon the later of: (a) the date and time of such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (b) such later other date and time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger, Merger (such later date being referred to as the “Effective Time”) as soon as practicable on or after the Closing Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) Closing shall take place at 10:00 a.m., Pacific Time, on the Closing Date at the offices of Kramer, Levin, Naftalis & Xxxxxxx, Xxxxxxx XxXxxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimileXxxxxxxxxx 00000.

Effective Time; Closing. Subject to As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of this Agreementthe parties hereto), 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 such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL and as is otherwise in a Certificate of Merger (form mutually acceptable to Parent and the Company. The term “Certificate of Merger”) (Effective Time” means the date and time of such the filing with with, and the acceptance by, the Secretary of State of the State of Delaware, Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place will be held at the offices of KramerXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LevinLLP (“Xxxxxxxxx Xxxxxxx”), Naftalis & Xxxxxxx000 Xxxxxxxxxxxx Xxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject to As promptly as practicable and in no event later than the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of this Agreementthe parties hereto), 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 such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL a Certificate of Merger (DGCL. The term "Effective Time" means the “Certificate of Merger”) (the date and time of such the filing with with, and the acceptance by, the Secretary of State of the State of Delaware, Delaware of the Certificate of Merger (or such later time time, not to exceed 30 days after such acceptance for record, as may be agreed in writing by each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “"Closing”") shall take place will be held at the offices of KramerXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LevinLLP ("Xxxxxxxxx Xxxxxxx"), Naftalis & Xxxxxxx000 Xxxxxxxxxxxx Xxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the “Closing shall occur is referred to herein as the "Closing Date”). Closing signatures may be transmitted by facsimile."

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 Xxxxxxx Xxxx., Xxxxxxx Xxxx, Xxxxxxxxxx, as soon as practicable following the Acceptance Date or (b) at such other time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth herein, a certificate of this Agreementmerger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and, the parties hereto shall cause simultaneously with the Merger to Closing, shall be consummated by 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 in accordance with the relevant provisions of the DGCL a Certificate of Merger (the “Certificate of Merger”) (the date and time of such filing with the Secretary of State of the State of Delawarefiling, or such later time as may shall be agreed in writing by Parent and the Company and Parent and specified in the Certificate of Mergersuch filing, being the “Effective Time”) as soon as practicable on or after the Closing Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, 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.

Effective Time; Closing. Subject to As promptly as practicable following the conditions satisfaction or, if permissible by the express terms of this Agreement, waiver of the conditions set forth in Sections 7.01(a) and 7.02(c) (or such other date as may be agreed by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL a DGCL; and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of the filing of the 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 each of the Company and Parent parties hereto and specified in the Certificate of Merger, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers Immediately prior to this Agreement and Plan the filing of the Certificate of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the a closing of the Merger (the “Closing”) shall take place will be held at the offices of Kramer, Levin, Naftalis Xxxxxxxxx & Xxxxxxx, LLPXxxxxxx (“Xxxxxxxxx”), 0000 Xxxxxx xx xxx XxxxxxxxXxxxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx, XX 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction (or waiver of the conditions set forth in Article VII, or at such other time, date and location place as the parties hereto agree in writing (may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”). Closing signatures may be transmitted by facsimile.

Effective Time; Closing. Subject Upon the terms and subject to the conditions hereof, the closing of the Merger and other transactions as provided herein (the “Closing”) will take place at 10:00 a.m. local time on the day which is within three (3) Business Days following the date on which all conditions to Closing shall have been satisfied or waived (other than those that by their terms are not contemplated to be satisfied until the Closing, but subject to the fulfillment or waiver of such conditions), at the offices of Sheppard, Mullin, Rxxxxxx & Hxxxxxx, LLP, 30 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time and place as the parties hereto may mutually agree in writing. If elected by the Company and Buyer, the Closing shall take place by electronic transfer of the deliverables, or by other means mutually agreeable to the Company and Buyer. The date on which the Closing occurs is referred to herein as the “Closing Date”. Upon the terms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall will cause the Merger to be consummated by filing with a certificate of merger in the Secretary form attached hereto as Exhibit B (the “Certificate of State of the State of Delaware Merger”), executed in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL a in connection with the Merger. The Merger shall become effective at such time as such Certificate of Merger (the “Certificate of Merger”) (the time of such is submitted for filing with the Delaware Secretary of State of the State of Delaware, or at such later other time as may be indicated therein and agreed in writing by Buyer 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 Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, 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.

Effective Time; Closing. Subject i) The closing of the Merger (the “Closing”) shall take place at 10:00 a.m. (Eastern Standard time) on a date to be specified by the parties to this Agreement, which shall be no later than the second Business Day after satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in Article 6 (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable law) waived on the Closing Date), at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 unless another date, time or place is agreed to in writing between Parent and the Company. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. As used in this Agreement, “Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in Xxx Xxxx, Xxx Xxxx xx Xxxxxxxx, Xxx Xxxxxxx. As soon as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger, in accordance with the DGCL, with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with the relevant provisions of 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 is specified in such Certificate of Merger as agreed in writing by the Company and between Parent and specified in the Certificate of Merger, Company) being the “Effective Time”) as soon as practicable on or after the Closing Date (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 delivered concurrently herewith, including, but not limited to, the Company Schedule and the Parent Schedule. Unless this Agreement shall have been terminated pursuant to Section 9.1, the closing of the Merger (the “Closing”) shall take place at the offices of Kramer, Levin, Naftalis & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII, 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.