Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Upon the terms and 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 a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (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”) on, or as soon as practicable after, the Closing Date (as herein defined). The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions 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 date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the time of such filing, 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”") on, or as soon as practicable after, on or after the Closing Date (as herein defined). 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 heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)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 in this Agreement as the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger, substantially in the form of Exhibit C hereto (the "Certificate of Merger"), 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 time of such filing, filing (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”") on, or as soon as practicable after, on or after the Closing Date (as herein defined). The closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇Chap▇▇▇ ▇▇▇▇▇▇ Cutl▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Phoenix, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Arizona, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than except those conditions which, which by their terms, are to terms can only be satisfied or waived on at the Closing Date, but subject to the satisfaction or waiver thereofClosing), 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 in this Agreement as the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger“) (the time of such filing, filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Novadigm and Parent and specified in the Certificate of Merger, ) being the “Effective Time”“) on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). 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 heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)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 in this Agreement as writing (the “Closing Date”“).

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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 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”) on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”) shall take place at the offices of ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation, ▇located at 6▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, which shall be no later than the second third business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, that by their terms, terms are to be satisfied or waived on at the Closing Date, but subject to the satisfaction or waiver thereofClosing), 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 in this Agreement herein as the “Closing Date.”.

Effective Time; Closing. Upon the terms and 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 a certificate of merger (the “Certificate of Merger”) executed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (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”) on, or as soon as practicable after, on or after the Closing Date (as herein defined). The closing of the Merger (the “Closing”) shall take place at the offices of ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ 8911 Capital of T▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions whichconditions, 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 date on which the Closing occurs is referred to in this Agreement as writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law the DGCL (the "CERTIFICATE OF MERGER") (the time of such filing, 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”"EFFECTIVE TIME") on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, which by their terms, terms are to be satisfied or waived on at the Closing DateClosing, 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 writing (the Closing occurs is referred to in this Agreement as the “Closing Date”"CLOSING DATE").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in such mutually acceptable form 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 DGCL (the “Merger Documents”) (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 Documents) being the “Effective Time”) on), or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ Ellis, Funk, G▇▇▇▇▇▇▇ ▇, L▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Dokson, Professional CorporationP.C., ▇▇▇ ▇▇▇▇ ▇One Securities Centre, Suite 400, 3▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, 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 conditions which, that by their terms, are to nature will be satisfied or waived on at the Closing Date, but subject to the satisfaction or waiver thereof), 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 in this Agreement as writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the time of such filing, 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") on, or as soon as practicable after, on or after the Closing Date (as herein defined). The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Wilson Sonsini Goodrich & ▇▇▇▇▇▇Rosati, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇lo ▇▇▇▇, California, at a time and date to be sp▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇, at a time and date to be specified by the parties hereto, which shall be no ▇ later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)ARTICLE 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 in this Agreement as the “Closing Date”"CLOSING DATE").

Effective Time; Closing. Upon the terms and 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 a certificate of merger (the “Certificate of Merger”) executed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (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”) on, or as soon as practicable after, on or after the Closing Date (as herein defined). The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, 8911 Capital of ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions whichconditions, 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 date on which the Closing occurs is referred to in this Agreement as writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this ----------------------- Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the time of such filing, 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”") on, or as soon as practicable after, on or after the Closing Date (as herein defined). 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 heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)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 in this Agreement as the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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 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”"EFFECTIVE TIME") on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, which shall be no not later than the second fifth business day after the satisfaction or waiver of the conditions set forth in Article VI (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)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 in this Agreement as the “Closing Date”"CLOSING DATE").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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, the effectiveness of the Certificate of Merger (or such later time as may be agreed in writing by the Company City and Parent USA and specified in the Certificate of Merger, ) being the “Effective Time”"EFFECTIVE TIME") on, or as soon as practicable after, on the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of ▇▇▇▇Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇osa▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ofessional Corporation, at a time and date 7 to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)VI, or at such other time, date and location as the parties hereto mutually agree in writing. The date on which writing (the Closing occurs is referred to in this Agreement as the “Closing Date”"CLOSING DATE").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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 with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company Compaq and Parent HP and specified in the Certificate of Merger, ) being the “Effective Time”"EFFECTIVE TIME") on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)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 in this Agreement as the “Closing Date”"CLOSING DATE").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law (the time of such filing, filing (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”") on, or as soon as practicable after, on or after the Closing Date (as herein hereinafter in this Section defined). The closing of the Merger (the “"Closing”") shall take place at the offices of Kaufman & Moomjian, LLC, 5▇ ▇▇▇▇▇es ▇▇▇▇▇▇▇▇h Boulevar▇ - ▇▇▇▇▇ ▇▇▇, ▇▇t▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a ▇ time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)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 in this Agreement as the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in such mutually acceptable form 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 DGCL (the "Merger Documents") (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 Documents) being the “"Effective Time”) on"), or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇ Ellis, Funk, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇Dokson, Professional CorporationP.C., ▇▇▇ ▇▇▇▇ One Securities Centre, Suite 400, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, 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 conditions which, that by their terms, are to nature will be satisfied or waived on at the Closing Date, but subject to the satisfaction or waiver thereof), Closing) 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 in this Agreement as the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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 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”) on, or as soon as practicable after, on the Closing Date (as herein defineddefined below). The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, 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 VI and (other than those conditions whichb) April 26, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)2006, or at such other time, date and location as the parties hereto agree in writing. The writing (the date on which the Closing occurs is referred to in this Agreement as closing actually occurs, the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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 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”) on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). 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 heretoparties, which shall be no later than the second fifth business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, that by their terms, terms are to be satisfied or waived on at the Closing Date, but subject to the satisfaction or waiver thereofClosing), 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 in this Agreement herein as the “Closing Date.”.

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law the DGCL (the "Certificate of Merger") (the time of such filing, 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”") on, or as soon as practicable after, on or after the Closing Date (as herein defineddefined below). The closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, which by their terms, terms are to be satisfied or waived on at the Closing DateClosing, 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 writing (the Closing occurs is referred to in this Agreement as the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 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 Yahoo! and specified in the Certificate of Merger, ) being the “Effective Time”"EFFECTIVE TIME") on, or as soon as practicable after, on or after the Closing Date (as herein defined). The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of Venture Law Group, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof)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 in this Agreement as the “Closing Date”"CLOSING DATE").