Common use of Effective Time Clause in Contracts

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On Parent, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.”

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable after the Closing Date (or and on such other date as Parent and the Company may agree)Closing Date, the Company and Merger Sub shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information other documents as is may be required by, the relevant provisions of by the DGCL in order for the Merger to effect become effective duly prepared, executed and acknowledged by the MergerParties, as applicable. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Delaware Secretary of State of unless Parent and the State of Delaware Company agree to a subsequent date or time and specify such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") executed in accordance with, and containing such information as is required by, with the relevant provisions of 13 8 the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL and other applicable law. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware State, or at such later date and other time as is agreed upon by the parties and specified in the Certificate of Merger, such date Merger as Sub and the Company shall agree (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time").”

Effective Time. On At the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company and Merger Sub shall file Mergerco will file, or cause to be filed, with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “"Certificate of Merger”") in accordance with the DGCL, in such form as is required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of of, the DGCL in order DGCL. The parties will take such other and further actions as may be required by law to effect make the MergerMerger effective. The Merger shall will become effective at the such time as the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Secretary of State of the State of Delaware or or, if agreed to by the Company and Mergerco, at such later time or date and time as is agreed upon by the parties and specified set forth in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “"Effective Time").”

Effective Time. On The parties hereto shall cause a Certificate of Merger to be executed and filed on the Closing Date (as defined below) (or on such other date as Parent the Purchaser and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) Delaware, in such form as required by, and executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect the Mergerof, Delaware Law. The Merger shall become effective at on the time date on which the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, and such date and time is hereinafter referred to as the “"Effective Time.”"

Effective Time. On The Company, with the consent of Parent, will file with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") on the date of the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file with the Secretary of State of the State of Delaware ) a certificate of merger (the “Certificate of Merger”) or other appropriate documents, executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and make all other filings or recordings required under the DGCL in order to effect connection with the Merger. The Merger shall become effective at upon the time filing of the Certificate certificate of Merger shall have been duly filed with, and accepted by, merger with the Delaware Secretary of State of the State of Delaware State, or at such later date and time as is specified in the certificate of merger and is agreed upon to by the parties and specified in (the Certificate of Merger, such date and time hereinafter referred to as the “"Effective Time").”

Effective Time. On Parent, Purchaser and the Company shall cause an appropriate certificate of merger or certificate of ownership and merger (the "Certificate of Merger") to be executed and filed on the Closing Date (as defined in Section 1.6) (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (as provided in the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time and on the date on which the Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later time and date and time as is agreed upon by the parties and specified in the Certificate of Merger, such time and date and time hereinafter referred to as the “"Effective Time.”"

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties hereto shall (a) file with the Secretary of State of the State of Delaware 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, and containing such information as is required by, the relevant provisions of the DGCL, and (b) make all other filings or recordings required by the DGCL in order to effect effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later subsequent date and time as is agreed upon by the parties Company and specified Merger Sub shall agree and specify in the Certificate of Merger, such Merger (the date and time hereinafter that the Merger becomes effective is referred to as the “Effective Time”).”

Effective Time. On As soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties shall cause the Merger Sub shall file to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as reasonably agreed upon between the parties and as required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the with such Secretary of State of the State of Delaware State, or at such later date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, as promptly as reasonably practicable on the Merger Closing Date Date, the Parties shall file a certificate of ownership and merger or a certificate of merger (or in either case, the “Certificate of Merger”) in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and shall make all other filings and recordings required under the DGCL. The Merger shall become effective on such other date and time as Parent and the Company may agree), the Company and Certificate of Merger Sub shall file is filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing or at such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later other date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such . The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.”

Effective Time. On As soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”) executed in accordance withas provided under the DGCL and make any other filings, and containing such information as is recordings or publications required by, to be made by the relevant provisions of Company or Merger Sub under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or on such later date and time as is shall be agreed upon to by the parties Company and Parent and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On As soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties hereto shall cause the Merger Sub shall file with the Secretary of State of the State of Delaware to be consummated by filing a certificate of merger (the “Certificate of Merger”) executed with the Secretary of State of the State of Delaware in accordance with, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later subsequent date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, Merger (such date and time hereinafter referred to as at which the Merger becomes effective, the “Effective Time”).”

Effective Time. On Upon the Closing Date (terms and subject to the conditions of this Agreement, as soon as practicable at or on such other date as Parent and after the Company may agree)Closing, the Company and Merger Sub parties hereto shall file with deliver to the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information shall make all other filings or recordings as is may be required by, the relevant provisions of under the DGCL and any other applicable Law in order to effect the Merger. The Merger shall become effective at the time of filing the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later date and time as is agreed upon by the parties hereto may agree and specified as is provided in the Certificate of Merger, such . The date and time hereinafter at which the Merger shall so become effective is herein referred to as the “Effective Time”.”

Effective Time. On Contemporaneously with or immediately following the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company and Merger Sub parties hereto shall (i) file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”") executed in accordance with, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of DGCL, including Section 251 thereof, and (ii) make all other filings required under the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or such later date and other time as is agreed upon by the parties and specified in the Certificate of Merger, such date and Merger when so filed (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time").”

Effective Time. On Parent, Merger Sub and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.”

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable after the Closing Date (or and on such other date as Parent and the Company may agree)Closing Date, the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a (the “Delaware Secretary of State”) the certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information other documents as is may be required by, the relevant provisions of by the DGCL in order for the Merger to effect become effective duly prepared, executed and acknowledged by the MergerParties, as applicable. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Delaware Secretary of State of unless Parent and the State of Delaware Company agree to a subsequent date or time and specify such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).”

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties shall cause the Merger Sub shall file to be consummated by filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, duly executed and completed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order with respect to effect the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is may be mutually agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect DGCL, and, as soon as practicable on or after the MergerClosing Date, shall make any and all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been M▇▇▇▇▇ is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later other date and or time as is agreed upon by Parent and the parties Company shall agree in writing and specified shall specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On At the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company and Merger Sub shall file Mergerco will file, or cause to be filed, with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”) in accordance with the DGCL, in such form as is required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of of, the DGCL in order DGCL. The parties will take such other and further actions as may be required by law to effect make the MergerMerger effective. The Merger shall will become effective at the such time as the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Secretary of State of the State of Delaware or or, if agreed to by the Company and Mergerco, at such later time or date and time as is agreed upon by the parties and specified set forth in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On Subject to the terms and conditions of this Agreement, on or before the Closing Date (or on such other date as Parent and the Company may agree)Date, provided this Agreement has not been terminated pursuant to Section 9.1 below, the Company and Merger Sub Parties shall file cause a certificate of merger complying with the requirements of Section 251 of the DGCL (the “Delaware Certificate of Merger”) to be filed with the Secretary of State of Delaware. The Parties will make all other filings or recordings required under the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance withDGCL, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall will become effective at the time of the later of the following events to occur: (i) the filing of the Delaware Certificate of Merger; or (ii) such later time as shall be specified in the Delaware Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as (the “Effective Time”).”

Effective Time. On As promptly as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) relating to the Merger to be properly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, with the terms and containing such information as is required by, the relevant provisions conditions of the DGCL and in order such form as is reasonably satisfactory to effect both Parent and the MergerCompany. The Merger shall become effective at the time the Certificate of Merger shall have been duly are filed with, and accepted by, with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later date and time as is agreed upon by which the parties hereto shall have agreed and specified designated in the Certificate of MergerMerger as the effective time of the Merger (such time and date, such date and time hereinafter referred to as the “Effective Time”).”

Effective Time. On Parent, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the "Certificate of Merger") to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “"Effective Time.”"

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on or after the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company parties shall prepare and Merger Sub shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date and or time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such date and Merger (the time hereinafter the Merger becomes effective being referred to as the “"Effective Time").”

Effective Time. On The parties to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file agree in writing) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) Delaware, in such form as required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDelaware Law. The Merger shall become effective at as of the date and time of the filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date Merger and time hereinafter referred as is agreed to as by Parent and the Company in writing (the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”) executed in accordance withas provided under the DGCL and make any other filings, and containing such information as is recordings or publications required byto be made by the Company, the relevant provisions of Merger Sub or Parent under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or on such later date and time as is shall be agreed upon to by the parties Company and Parent and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”") executed in accordance with, and containing such information as is required by, with the relevant provisions of Delaware Law and, as soon as practicable on or after the DGCL in order to effect the MergerClosing Date, shall make all other filings or recordings required under Delaware Law. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such later date and other time as is agreed Parent and the Company shall agree upon by the parties and specified shall specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the “Merger becomes effective being the "Effective Time").”

Effective Time. On Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file a certificate of merger or, if applicable, a certificate of ownership and merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”) ), executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later other date and or time as is agreed upon by Parent and the parties Company shall agree in writing and specified shall specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) ), executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger, and make any other filings or recordings as may be required by Delaware law in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed upon by between the parties and specified in the Certificate of Merger, Merger in accordance with the relevant provisions of the DGCL (such date and time is hereinafter referred to as the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate or, if applicable, a certificate of Merger”) ownership and merger and any other appropriate documents, executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL and other applicable law in order to effect connection with the Merger. The Merger shall become effective at upon the time filing of the Certificate certificate of Merger shall have been duly filed withmerger or, and accepted byif applicable, the certificate of ownership and merger, with the Delaware Secretary of State of the State of Delaware State, or at such later date and time as is mutually agreed upon by the parties and specified in set forth therein (the Certificate of Merger, such date and time hereinafter referred to as the “"Effective Time").”

Effective Time. On the Closing Date (or on such other date as Parent and contemporaneously with the Company may agree)Closing, the Company and Merger Sub shall file cause to be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a certificate of merger (the “Certificate of Merger”) executed and acknowledged in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the Merger shall become effective, the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”) executed in accordance withas provided under the DGCL and make any other filings, and containing such information as is recordings or publications required byto be made by the Company, the relevant provisions of Merger Sub or Parent under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or on such later other date and time as is shall be agreed upon to by the parties Company and Parent and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On The Parties shall cause the Merger to be consummated by filing as soon as practicable on the Closing Date (or on such other date as Parent and a certificate of merger for the Merger in a form reasonably acceptable to the Company may agree), with the Company and Merger Sub shall file with Office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) ), in such form as required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect and the MergerDLLCA. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with, and accepted by, with the Office of the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon by the parties Parties in writing and specified in the Certificate of Merger, such Merger (the date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, on the Closing Date (or on such other date as Parent and Date, substantially concurrently with the Company may agree)Closing, the Company ARRIS and Merger Sub shall file will cause a Certificate of Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect DLLCA and the MergerDGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon by the parties hereto in writing and specified set forth in the Certificate of Merger, such date Merger in accordance with the DLLCA and time hereinafter referred to as the DGCL (the “Effective Time”).”

Effective Time. On Upon the Closing Date (or on such other date as Parent terms and subject to the Company may agree)conditions set forth in this Agreement, simultaneously with the Closing, the Company and Merger Sub parties hereto shall (i) file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later subsequent date and time as is agreed upon by Parent and the parties Company shall agree in writing and specified specify in the Certificate of Merger, such . The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.”

Effective Time. On Subject to the terms and conditions of this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties hereto shall file cause to be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger in customary form and substance and complying will the DGCL (the “Certificate of Merger”) ), and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at as of the time of filing of the Certificate of Merger shall have been duly filed withor, and accepted by, the Secretary of State of the State of Delaware or such later if a specific date and time as is mutually agreed upon by between the parties Company and Parent and specified in the Certificate of Merger, as of such specified date and time (such date and time hereinafter referred to as time, the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the “applicable provisions of the DGCL (the "Certificate of Merger”) "), executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later date and other time as is agreed upon by the parties hereto and specified in the Certificate of Merger, such date and Merger (the time hereinafter at which the Merger becomes effective is herein referred to as the “"Effective Time").”

Effective Time. On the Closing Date (or on such other date as Parent Date, Merger Sub and the Company may agree), the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and the Parties shall make all other filings or recordings required under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later date and time as is permissible under the DGCL and as may be agreed upon by the parties Parties in writing and specified in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On As soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties hereto shall cause the Merger Sub shall file with the Secretary of State of the State of Delaware to be consummated by filing a certificate of merger (the “Certificate of Merger”) executed with the Secretary of State of the State of Delaware in accordance with, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later subsequent date and time as is agreed upon by AcquisitionCo and the parties Company shall agree and specified specify in the Certificate of Merger, Merger (such date and time hereinafter referred to as at which the Merger becomes effective, the “Effective Time”).”

Effective Time. On Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL and shall make any other filings or recordings required under the DGCL. The Merger shall become effective at such later date and time as the Certificate of Merger is agreed upon by duly filed with the parties Delaware Secretary of State or at such other time as Parent and specified the Company shall agree in writing and shall specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the Merger becomes effective being the “Effective Time.”)

Effective Time. On Contemporaneous with, or as promptly as practicable after the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company and Merger Sub shall file cause a certificate of merger in the form attached hereto as Exhibit C (the "Certificate of Merger"), to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings required under the MergerDGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as the “"Effective Time").”

Effective Time. On Subject to the Closing Date terms and conditions of this Agreement, on or (or on such other date as Parent and the Company may agree), if agreed by the Company and Merger Sub shall file with Parent) before the Secretary of State of Closing Date, the State of Delaware parties will execute and cause a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, relating to the relevant provisions of the DGCL in order Merger to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly be filed with, and accepted by, with the Secretary of State of the State of Delaware (“Delaware Secretary”) in accordance with the Section 252(c) of the DGCL. The Merger shall become effective at such time as such Certificate of Merger has been filed, or at such later other time as may be specified therein. The term “Effective Time” shall be the date and time as is agreed upon by when the parties and specified Merger becomes effective in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Timeaccordance therewith.”

Effective Time. On the Closing Date (Date, or on such other date as Parent and the Company may agree)agree to in writing, Parent, Merger Sub and the Company and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties shall cause the Merger Sub shall file to be consummated by filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, duly executed and completed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order with respect to effect the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have M▇▇▇▇▇ has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is may be mutually agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as but in any event after the Charter Amendment Effective Time (the “Effective Time”).”

Effective Time. On Subject to the Closing Date (or on such other date as Parent provisions of this Agreement, at the Closing, Purchaser and the Company may agree)will cause a certificate of merger or such other applicable documents as contemplated by the DGCL (in any such case, the Company “Certificate of Merger”) to be duly filed, together with any required related certificates, filings or recordings, 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. The Merger Sub shall file become effective upon the filing of 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, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective or at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as the Company and Parent may agree upon and as is agreed upon by the parties and specified set forth in the such Certificate of MergerMerger (such time, such date and time hereinafter referred to as the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Date, Parent and the Company may agree), the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a cause an executed certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly be filed with, and accepted by, with the Secretary of State of the State of Delaware as provided in Section 252 of the DGCL. The Merger shall become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later other subsequent date and or time as is agreed upon by Parent and the Company may agree and specify in the Certificate of Merger in accordance with the DGCL (the “Effective Time”). The parties and agree that the Effective Time specified in the Certificate of Merger, such date and time hereinafter referred to as Merger shall be on the “Effective Timelast day of the month in which the Closing occurs.”

Effective Time. On Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date (or on such other date as Parent Date, Merger Sub and the Company may agree), will cause an appropriate Certificate of Merger (the Company “Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”) in such form and executed as provided in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective on the date and at the time when the Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of or, subject to the State of Delaware or DGCL, such later date and time as is agreed upon by the parties Parties and specified in the Certificate of Merger, and such date and time is hereinafter referred to as the “Effective Time.”

Effective Time. On Concurrently with the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”) executed in accordance withas provided under the DGCL and make any other filings, and containing such information as is recordings or publications required by, to be made by the relevant provisions of Company or Merger Sub under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or on such later date and time as is shall be agreed upon to by the parties Company and Parent and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the terms and conditions set forth in this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company Parties hereto shall cause a certificate of merger with respect to the Merger (in any such case, the “Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information form as is required by, and in accordance with applicable provisions of, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time that the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Secretary of State of the State of Delaware or at such later date and time as is the Parties shall have agreed upon by the parties and specified in the Certificate of Merger, such date and Merger (the time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).”

Effective Time. On Prior to the Closing, Parent and Company shall prepare, and on the Closing Date (or on such other date as Parent and the Company may agree)parties shall file, the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at such time as the Certificate of Merger is filed with the Secretary of State, or at such later date and time as is agreed upon by Parent and Merger Sub, on the parties one hand, and specified Company, on the other hand, shall agree and specify in the Certificate of Merger, such date and . The time hereinafter the Merger becomes effective is referred to herein as the “Effective Time”.”

Effective Time. On Parent, Merger Sub and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On At the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company and parties hereto shall cause the Merger Sub shall file 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, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later subsequent date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such . The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.”

Effective Time. On the Closing Date (or on such other date as -------------- Parent and the Company may agree), the Company and Merger Sub parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger or, if applicable, a certificate of ownership and merger (in either case the “"Certificate of Merger”") and any other appropriate documents, executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings in such form as is required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL and other applicable law in order to effect connection with the Merger. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is mutually agreed upon by the parties and specified in set forth therein (the Certificate of Merger, such date and time hereinafter referred to as the “"Effective Time").”

Effective Time. On Subject to the provisions of this Agreement and the DGCL, on or prior to the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a properly executed certificate of merger (the “Certificate of Merger”) executed with the Delaware Secretary in accordance with, and containing such information as is required by, with the relevant provisions requirements of Section 251 of the DGCL in order and shall take all such other actions as may be required by Law to effect make the MergerMerger effective as promptly as practicable. The Merger shall have the effects set forth in Sections 251 and 259 of the DGCL and shall become effective at the time that the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Delaware Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon to by the parties and specified in the Certificate of Merger, Merger (such date and time hereinafter referred to as time, the “Effective Time”).”

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties shall cause the Merger Sub shall file to be consummated by filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger (the “Certificate of Merger”) with respect to the Merger, duly executed and completed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order with respect to effect the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is may be mutually agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”) executed in accordance with, and containing such information as is required by, the relevant provisions of provided under the DGCL and DLLCA and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Acquiror under the DGCL and DLLCA in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or on such later date and time as is shall be agreed upon by the parties Company and Acquiror and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable after the Closing Date (or and on such other date as Parent and the Company may agree)Closing Date, the Company and Merger Sub Parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information other documents as is may be required by, the relevant provisions of by the DGCL in order for the Merger to effect become effective, duly prepared, executed and acknowledged by the MergerParties, as applicable. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Delaware Secretary of State of unless Parent and the State of Delaware Company agree to a subsequent date or time and specify such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub will cause a Certificate of Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, as provided in the DGCL and the DLLCA, and, as soon as practicable on or after the Closing Date, shall file make any and all other filings or recordings required under the DGCL and DLLCA. The Merger shall become effective at such time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing or at such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by between the parties and specified in the Certificate of Merger, such date Merger in accordance with the relevant provisions of the DGCL and the DLLCA (the time the Merger becomes effective is hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company appropriate parties hereto shall execute in the manner required by the DGCL and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”) executed in accordance with"), and containing the parties hereto shall take such information other and further actions as is may be required by, by Law to make the relevant provisions of the DGCL in order to effect the MergerMerger effective. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later date and time as is agreed upon by Parent and the parties Company shall agree and specified shall specify in the Certificate of Merger, such Merger (the date and time that the Merger becomes effective being hereinafter referred to as the “"Effective Time").”

Effective Time. On Subject to the terms and conditions set forth in this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company parties hereto shall cause an agreement or certificate of merger (in any such case, the “Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information form as is required by, and in accordance with applicable provisions of, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time that the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Secretary of State of the State of Delaware or at such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and Merger (the time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).”

Effective Time. On or before the Closing Date but following the satisfaction or waiver of all conditions to Closing, (or on such other date as Parent i) the parties shall cause the Certificate of Merger to be executed and the Company may agree), the Company and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (in such form and executed as provided in the “Certificate of Merger”) executed in accordance withDGCL, and containing such information (ii) make all other filings or recordings as is may be required by, the relevant provisions of the DGCL by applicable law in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such other later date and time as is agreed upon by the parties shall agree and specified specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the “Merger becomes effective being the "Effective Time").”

Effective Time. On the Closing Date Date, the parties shall cause the Merger to be consummated by filing a certificate of merger (or on the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such other date form as Parent is required by, and executed in accordance with, the relevant provisions of the DGCL and the Company may agree)terms of this Agreement, and the Company and parties shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger Sub shall file will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (on the “Certificate of Merger”) executed in accordance withClosing Date, and containing or at such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware subsequent date or such later date and time as is agreed upon by the parties Company and specified Parent agree and specify in the Certificate of Merger, such . The date and time the Merger becomes effective is hereinafter referred to as the “"Effective Time".”

Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub Parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (with respect to the “Certificate of Merger”) executed , in accordance with, and containing such information form as is required by, and executed and acknowledged in accordance with the relevant provisions of of, the DGCL in order to effect the MergerDGCL. The Merger term "Effective Time" shall become effective at be the time when the filing of the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware becomes effective or at such later other date and time as is may be agreed upon to by Parent and the parties Special Committee (on behalf of the Company) prior to the Closing Date and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On Prior to the Closing, Sub shall prepare, and on the Closing Date (or on such other date as Parent and soon as practicable thereafter the Company may agree), the Company and Merger Sub shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order and shall make all other filings or recordings required under the DGCL to effect effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the with such Secretary of State of the State of Delaware State, or at such later date and other time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On Upon the Closing Date (or on such other date as terms and subject to the conditions set forth in this Agreement, at the Closing, Parent and the Company may agree), will cause an appropriate Certificate of Merger (the Company “Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”) in such form and executed as provided in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at (the “Effective Time”) upon (i) the date and time the of filing of a properly executed Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of in accordance with the State of Delaware DGCL, or (ii) such later date and time other time, if any, as is agreed upon by the parties shall agree and as specified in the Certificate of Merger, such date and time hereinafter referred to . The filing of the Certificate of Merger shall be made as soon as practicable on the “Effective TimeClosing Date.”

Effective Time. On Upon the Closing Date (or on such other date as Parent terms and subject to the Company may agree)conditions set forth in this Agreement, simultaneously with the Closing, the Company and Merger Sub parties hereto shall (i) file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later subsequent date and time as is agreed upon by Parent and the parties and specified Company shall specify in the Certificate of Merger, such . The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.”

Effective Time. On Subject to the terms and conditions set forth in this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub Parties shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information form as is required by, and in accordance with applicable provisions of, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time that the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Secretary of State of the State of Delaware or at such later other date and time as is agreed upon to in writing by the parties and specified in Parties (the Certificate of Merger, such date and time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and Date, immediately after the Company may agree)Closing, the Company parties shall cause the Merger to be consummated by executing and Merger Sub shall file with the Secretary of State of the State of Delaware filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and make all other filings or recordings required under the DGCL in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is agreed upon by the parties shall agree and specified as shall be set forth in the Certificate of MergerMerger (such time as the Merger becomes effective, such date and time hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) ), to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information as is required by, with the relevant provisions requirements of Section 251 of the DGCL in order and shall take all such other 1 Agreement and Plan of Merger actions as may be required by applicable Laws to effect make the MergerMerger effective as promptly as practicable. The Merger shall become effective at the time that the Certificate of Merger shall have been duly is filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon to by the parties and is specified in the Certificate of Merger, Merger (such time and date and time hereinafter being referred to herein as the “Effective Time”).”

Effective Time. On Parent, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the such Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.”

Effective Time. On Subject to the provisions of this Agreement, as promptly as reasonably practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub Parties shall file 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, and containing such information form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL in order to effect DGCL, and shall make all other filings and recordings required under the MergerDGCL. The Merger shall become effective at the on such date and time as the Certificate of Merger shall have been duly is filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later other date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such . The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.”

Effective Time. On the Closing Date (or on such other date as Parent and subject to the Company may agree)terms and conditions hereof, the Company and Parties shall cause the Merger Sub shall file to be consummated by the filing of a certificate of merger meeting the requirements of the DGCL (the “Delaware 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, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDelaware. The date and time at which the Merger shall become effective at shall be the time at which the Delaware Certificate of Merger shall have been duly is filed with, and accepted by, with the Secretary of the State of the State of Delaware (or at such later date and subsequent time as is agreed upon by Parent and the parties Company shall agree and as shall be specified in the Delaware Certificate of Merger), such date and time hereinafter being herein referred to as the “Effective Time.”

Effective Time. On As soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and parties shall cause the Merger Sub shall file to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order and shall make all other filings or recordings required under the DGCL to effect consummate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the with such Secretary of State of the State of Delaware State, or at such later date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub will cause a Certificate of Merger with respect to the Merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, as provided in the DGCL and the DLLCA, and, as soon as practicable on or after the Closing Date, shall file make any and all other filings or recordings required under the DGCL and DLLCA. The Merger shall become effective at such time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing or at such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by between the parties and specified in the Certificate of Merger, such date Merger in accordance with the relevant provisions of the DGCL and the DLLCA (the time the Merger becomes effective is hereinafter referred to as the “"Effective Time").”

Effective Time. On the Closing Date (Date, or on such other date as Parent and the Company may agree)agree to in writing, Parent, Purchaser and the Company shall cause the certificate of merger or certificate of ownership and Merger Sub shall file merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On the Closing Date (or on such other date as Parent Date, MergerCo and the Company may agree), shall duly execute the Company certificate of merger substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”) and file such Certificate of Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been duly filed withexamined by, and accepted byreceived the endorsed approval of, the Secretary of State of the State of Delaware Delaware, or at such later date and subsequent time as is agreed upon by the parties Parent and specified Company shall agree and shall specify in the Certificate of Merger, such Merger (the date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On Upon the Closing Date (or on such other date as Parent terms and subject to the Company may agree)conditions of this Agreement, substantially concurrently with the Closing, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect DGCL, and, as soon as practicable on or after the MergerClosing Date, shall make any and all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been ▇▇▇▇▇▇ is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later other date and or time as is agreed upon by Parent and the parties Company shall agree in writing and specified shall specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On Subject to the terms and conditions set forth in this Agreement, on the Closing Date (or on such other date as Parent and the Company Representative may agree), the Company parties hereto shall cause an agreement or certificate of merger (in any such case, the “Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information form as is required by, and in accordance with applicable provisions of, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time that the Certificate of Merger shall have been duly filed with, and is accepted by, for filing by the Secretary of State of the State of Delaware or at such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and Merger (the time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).”

Effective Time. On Upon the terms and conditions of this Agreement, on the Closing Date (or on such other date as Parent and the parties may agree) the Company may agree), the Company and Merger Sub shall will file with the Delaware Secretary of State of the State of Delaware a an appropriate certificate of merger (the “"Certificate of Merger”") executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect the MergerDelaware Act. The Merger shall become effective at will be consummated on the time later of the date on which the Certificate of Merger shall have has been duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware State, or such later date and time as is agreed upon by the parties and specified in the such Certificate of Merger, such date and . The time hereinafter the Merger becomes effective in accordance with the Delaware Act is referred to in this Agreement as the “"Effective Time.”"

Effective Time. On As promptly as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) relating to the Merger to be properly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, with the terms and containing such information as is required by, the relevant provisions conditions of the DGCL and in order such form as is reasonably satisfactory to effect both Parent and the MergerCompany. The Merger shall become effective at the time of filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later date and time as is agreed upon by which the parties hereto shall have agreed and specified designated in the Certificate of Merger, such date and Merger as the effective time hereinafter referred to as of the Merger (the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Parties shall cause the Certificate of Merger to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed as provided in accordance with, and containing such information as is required by, the relevant provisions Section 251 of the DGCL and the Parties shall deliver and tender, or cause to be delivered or tendered, as applicable, any Taxes and fees and make all other filings or recordings required under the DGCL in order to effect connection with such filing of the Certificate of Merger and the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly is filed with, with and accepted by, by the Secretary of State of the State of Delaware or at such later date time agreed by Parent and time as is agreed upon by the parties Company in writing and specified in the Certificate of MergerMerger (such time and date that the Merger becomes effective, such date and time hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Company, Buyer and Merger Sub shall file will cause a certificate of merger with respect to the Merger meeting the applicable requirements of the DGCL (the "Certificate of Merger") to be executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is agreed upon by between the parties and specified in the Certificate Articles of Merger, and such date and time hereinafter is herein referred to as the “"Effective Time.”"

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)soon as practicable thereafter, the Company and Merger Sub parties hereto shall duly file with the Secretary of State of the State of Delaware a certificate of merger or certificate of ownership and merger, as the case may be (in either such case, the “Certificate of Merger”) ), executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect DGCL, and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the with such Secretary of State of the State of Delaware State, or at such later date and other time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such date and Merger (the time hereinafter referred to as that the Merger becomes effective being the “Effective Time”).”

Effective Time. On Prior to the Closing, the Company shall prepare, and on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub shall file or cause to be filed with the Secretary of State of the State of Delaware Delaware, a certificate of merger in substantially the form of Exhibit A hereto (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the with such Secretary of State of the State of Delaware State, or at such later date and time as is agreed upon by Newco and the parties Company shall mutually agree and specified specify in the Certificate of Merger, such date and Merger in accordance with the DGCL (the time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the “Certificate applicable provisions of Merger”) the DGCL (the "CERTIFICATE OF MERGER"), executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later date and other time as is agreed upon by the parties hereto and specified in the Certificate of Merger, such date and Merger (the time hereinafter at which the Merger becomes effective is herein referred to as the “Effective Time"EFFECTIVE TIME").”

Effective Time. On Contemporaneously with or as promptly as practicable after the Closing Date (or on such other date as Parent the Closing Date, Parent, Merger Sub and the Company may agree), shall cause a certificate of merger containing such information as is required by the Company relevant provisions of the DGCL (the “Delaware Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed as provided in accordance with, and containing such information as is required by, the relevant provisions Section 251 of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon by the parties Parties in writing and specified in the Delaware Certificate of Merger, such date and time hereinafter referred to as Merger in accordance with the relevant provisions of the DGCL (the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) ), to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information as is required by, with the relevant provisions requirements of Section 251 of the DGCL in order and shall take all such other 1 Agreement and Plan of Merger actions as may be required by applicable Laws to effect make the MergerMerger effective as promptly as practicable. The Merger shall become effective at the time that the Certificate of Merger shall have been duly is filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon to by the parties and is specified in the Certificate of Merger, Merger (such time and date and time hereinafter being referred to herein as the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) ), executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger, and make any other filings or recordings as may be required by Delaware law in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have M▇▇▇▇▇ has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed upon by between the parties Parties and specified in the Certificate of Merger, Merger in accordance with the relevant provisions of the DGCL (such date and time is hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the applicable provisions of the DGCL (the “Certificate of Merger”) ), executed in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later date and other time as is agreed upon by the parties hereto and specified in the Certificate of Merger, such date and Merger (the time hereinafter at which the Merger becomes effective is herein referred to as the “Effective Time”).”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”) executed in accordance with, and containing such information as is required by, the relevant provisions of provided under the DGCL and DLLCA and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Acquiror under the DGCL and DLLCA in order to effect connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or on such later date and time as is shall be agreed upon to by the parties Company and Acquiror and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On At the Closing Date (or on such other date as Parent and the Company may agree)Closing, the Company and parties hereto shall cause the Certificate of Merger Sub shall file to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) Delaware, in such form as is required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of DGCL, and, as soon as practicable on or after the DGCL in order to effect Closing Date, shall make any and all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with, and accepted by, with the Delaware Secretary of State of the State of Delaware or at such later other date and time as is agreed upon by Merger Sub and the parties Company shall agree in writing and specified shall specify in the Certificate of Merger, such Merger (the date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).”

Effective Time. On Subject to the terms and conditions of this Agreement, Parent, Merger Sub and the Company will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing Date (as defined in Section 1.3) (or on such other date as Parent and the Company parties may agree), the Company and Merger Sub shall file ) with the Secretary of State of the State of Delaware a certificate of merger (as provided in the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the MergerDGCL. The Merger shall become effective at the time and on the date on which the Certificate of Merger shall have has been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later date and other time as is agreed upon by the parties and specified in the Certificate of Merger, and such date and time is hereinafter referred to as the “"Effective Time.”"

Effective Time. On the Closing Date (Date, or on such other date as Parent and the Company may agree)agree to in writing, Parent, Merger Sub and the Company and Merger Sub shall file with cause the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On the Closing Date (or on such other date as Parent and the Company may agree)Date, the Company Company, Parent and Merger Sub shall (i) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) prepared and executed in accordance with, and containing such information as is required by, the relevant provisions of with the DGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL and the LLC Act in order to effect connection with the Merger. The Merger shall become effective at upon the time filing of the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or on such later date and time as is shall be agreed upon to by the parties Company and Parent and specified in the Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Effective Time”).”

Effective Time. On Subject to the provisions of this Agreement, on the Closing Date (or on such other date as Parent and the Company may agree), the Company and Merger Sub parties hereto shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL in order to effect DGCL, and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On Subject to the Closing Date (or on such other date provisions of this Agreement, as Parent and soon as practicable following the Company may agree)Closing, the Company and Parent will cause a Certificate of Merger Sub (the “Certificate of Merger”) to be executed, acknowledged and delivered to the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall file make all other filings or recordings required under the DGCL. The Merger shall become effective on the date and time on which the Certificate of Merger shall have been filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall become effective or at the time the Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is may be agreed upon by the parties in writing and specified in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On As soon as practicable following the Closing Date (or on such other date as Parent the Closing Date, Acquiror and the Company may agree), will cause a certificate of merger containing such information as is required by the Company relevant provisions of the DLLCA (the “Certificate of Merger”) to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) Delaware, in such form as required by, and executed in accordance with, the DLLCA, and containing such information as is shall make all other filings or recordings required by, by the relevant provisions of the DGCL DLLCA in order to effect connection with the Merger. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with, and accepted by, with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the parties Parties and specified in the Certificate of MergerMerger in accordance with DLLCA, and such date and time hereinafter is hereafter referred to as the “Effective Time”.”

Effective Time. On the Closing Date (Concurrently with, or on such other date as Parent and the Company may agree)soon as practicable after, the Company and Closing, the parties shall cause the Merger Sub shall file to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as required by, and executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect and shall make all other filings or recordings required under the MergerDGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with, and accepted by, the with such Secretary of State of the State of Delaware State, or at such later date and time as is agreed upon by Parent and the parties Company shall agree and specified specify in the Certificate of Merger, such date and time hereinafter referred to as Merger (the “Effective Time”).”

Effective Time. On the Closing Date (Date, or on such other date as Parent and the Company may agree)agree to in writing, Parent, Merger Sub and the Company and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with, and containing such information as is required by, with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to give effect to the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with, and accepted by, with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Effective Time. On the Closing Date (Date, or on such other date as Parent and agreed in writing by the Company may agree)and Parent, the Company (a) shall cause to be executed and Merger Sub shall file filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger with respect to the Merger (the “Certificate of Merger”) executed in accordance with), and containing such information as is (b) shall make all other filings or recordings required by, the relevant provisions of under the DGCL in order to effect consummate the Merger. The Merger shall become effective at the time the Certificate of Merger shall have M▇▇▇▇▇ has been duly filed withwith the Delaware Secretary, and accepted by, the Secretary of State of the State of Delaware or at such later date and time as is agreed upon to by the parties Company and specified in the Certificate of MergerParent and stated therein (such time, such date and time hereinafter referred to as the “Effective Time”).”