Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation Act; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles of Merger meeting the requirements of the Colorado Business Corporation Act shall have been filed with the Secretary of State of the State of Colorado. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Nevada Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business Nevada Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoNevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Reincorporation Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Reincorporation Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Nevada Private Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Reincorporation Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed An executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business Nevada Private Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoNevada. The date and time when the Reincorporation Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the stockholder/shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles of Merger meeting the requirements of the Colorado Business Corporation Act shall have been filed with the Secretary of State of the State of Colorado. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: : (ai) This this Agreement and the Merger shall have been adopted and approved by the shareholders and sole stockholder of each Constituent Corporation Corporation, as applicable, in accordance with the requirements of the Delaware Nevada General Corporation Law and the Colorado Business Delaware General Corporation Act; Law; (bii) All all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; ; (ciii) An an executed Certificate certificate of Merger merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and and (div) Executed Articles an executed certificate of Merger merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business Nevada General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoNevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (ai) This Agreement and the Merger shall have been adopted and approved by the sole stockholder of Intevac Delaware and the shareholders of each Constituent Corporation Intevac California in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation ActCalifornia Corporations Code, respectively; (bii) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (ciii) An executed Certificate of Merger Merger, or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law Law, shall have been filed with the Secretary of State of the State of Delaware; and (div) Executed Articles An executed Certificate of Merger Merger, or an executed counterpart of this Agreement meeting the requirements of the Colorado Business Corporation Act California Corporations Code, shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date Time of the Merger."”

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation AMS and the sole stockholder of NQL in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business General Corporation ActLaw of the State of California; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed counterpart of this Agreement, a Certificate of Merger meeting or any other document filed with the requirements Secretary of State of the Colorado Business Corporation Act State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, effective as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when ------------------------ the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation GetThere-California and the sole stockholder of GetThere-Delaware in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation ActCalifornia Corporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles of Merger meeting the requirements of the Colorado Business Corporation Act shall have been filed with the Secretary of State of the State of Colorado. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This this Agreement and the Merger shall have been adopted and approved by the shareholders boards of directors and the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation ActCalifornia Corporations Code; (b) All any and all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An an executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles this Agreement, together with an executed Certificate of Merger meeting the requirements Ownership and Merger, as provided in Section 1110 of the Colorado Business California General Corporation Act Law, shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger” or the “Effective Date."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Utah Business Corporation Act; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger meeting the requirements of the Colorado Utah Business Corporation Act shall have been filed with the Secretary Division of State Corporations and Commercial Code of the State of ColoradoUtah. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Louisiana Business Corporation Law and the Colorado Business Delaware General Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles of Merger or an executed counterpart of this Agreement, together with any and all other necessary documents and instruments, meeting the requirements of the Colorado Louisiana Business Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoLouisiana. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date Time of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: : (ai) This this Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation Act; California Corporations Code; (bii) All all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; ; (ciii) An an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and and (div) Executed Articles an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders board of directors and/or the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law and California General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles of Merger meeting the requirements of the Colorado Business Corporation Act shall have been filed with Delaware and the Secretary of State of the State of ColoradoCalifornia, respectively. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed and acknowledged counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed counterpart of Merger this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the last to occur of the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each of the Constituent Corporation Corporations in accordance with the requirements of the Delaware General Corporation Law DGCL and the Colorado Business Corporation ActNRS; (b) All of the conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An A properly executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law DGCL shall have been filed with and accepted by the Secretary of State of the State of Delaware; and (d) Executed A properly executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Colorado Business Corporation Act NRS shall have been filed with the Secretary of State of the State of ColoradoNevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the MergerDate."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the sole stockholder of KFY Delaware and the shareholders of each Constituent Corporation KFY California, in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation ActCalifornia Corporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and. (d) Executed Articles of Merger meeting All statutory requirements under the requirements of the Colorado Business Corporation Act California Corporations Code shall have been filed with the Secretary of State of the State of Coloradocomplied with. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when upon ------------------------ completion of the following actions shall have been completedactions: (a) This Adoption and approval of this Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the applicable requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (b) All The satisfaction or waiver of all of the conditions precedent to the consummation of the Merger as specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereofAgreement; (c) An The filing with the Secretary of State of Delaware of an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles of Merger meeting the requirements of the Colorado Business Corporation Act shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, becomes effective is referred to in this Agreement as aforesaid, is herein called the "Effective Date of the Merger."" ----------------------------

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been was adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw on October 1, 1996 and December 19, 1996, respectively; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been were adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw on March 31, 1999; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;: (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when all of the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado New Jersey Business Corporation Act; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado New Jersey Business Corporation Act shall have been filed with the Secretary of State of the State of ColoradoNew Jersey. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been was adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw on May , 1997 and July 31, 1997, respectively; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation BARRA California and the sole stockholder of BARRA Delaware in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business General Corporation ActLaw of the State of California; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed counterpart of Merger this Agreement, together with any and all other necessary documents and instruments meeting the requirements of the Colorado Business General Corporation Act Law of the State of California, shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date This Agreement and time when the Merger shall become effective, as aforesaid, is herein called effective upon the filing of an executed Certificate of Merger or an executed counterpart of this Agreement with the Secretary of State of the State of Delaware (the "Effective Date of the MergerDate")."

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation the Dura California and the sole stockholder of Dura Delaware in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business General Corporation ActLaw of the State of California; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed counterpart of Merger meeting this Agreement, a Certificate of Ownership or any other document filed with the requirements Secretary of State of the Colorado Business Corporation Act State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, effective as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: : (ai) This this Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Nevada General Corporation Act; Law; (bii) All all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; ; (ciii) An an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and and (div) Executed Articles an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business Nevada General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoNevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall not become effective when until the following actions shall have been be completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation ENCAD California and the sole stockholder of ENCAD Delaware in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business General Corporation ActLaw of the State of California; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed counterpart of Merger meeting this Agreement, a Certificate of Ownership or any other document filed with the requirements Secretary of State of the Colorado Business Corporation Act State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, effective as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (ai) This Agreement and the Merger shall have been was adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation ActNevada Revised Statutes on March 28, 2000 and March 28, 2000, respectively; (bii) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (ciii) An The executed Certificate Agreement and Plan of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (div) Executed Articles With respect to Avistar-Nevada, an executed Agreement and Plan of Merger meeting the requirements of the Colorado Business Corporation Act Nevada Revised Statutes shall have been filed with the Secretary of State of the State of ColoradoNevada. The Pursuant to Section 251 of the Delaware General Corporation Law and the Nevada Revised Statutes, the date and time when the Merger shall become effective, shall be the date upon which subsections (i), (ii) and (iii) of this Section 1(b) are satisfied and as aforesaidto Avistar-Nevada on the day subsection (iv) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: (a) A. This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation AvTel-Utah and the sole stockholder of AvTel-Delaware in accordance with the requirements of the Delaware General Corporation Law and the Colorado Utah Revised Business Corporation Act; (b) B. All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) C. An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) D. Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Utah Revised Business Corporation Act shall have been filed with the Secretary of State of the State of ColoradoUtah. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger"."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (aA) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business California General Corporation ActLaw; (bB) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (cC) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (dD) Executed Articles An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Colorado Business California General Corporation Act Law shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effectiveeffective on November 22, 1996, or such later date as aforesaid, is herein called the foregoing actions have been completed (the "Effective Date of the Merger")."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Colorado Business Corporation ActCalifornia Corporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) Executed Articles An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Colorado Business Corporation Act California Corporations Code shall have been filed with the Secretary of State of the State of ColoradoCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."