Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall become effective when the following actions have been completed: (a) This Agreement has been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement and required under Delaware General Corporation Law and California General Corporation Law 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 has been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Time of the Merger".

Filing and Effectiveness. The Merger shall become effective when the following actions have been completed: (a) This Agreement has been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Merger Agreement and required under Delaware the California General Corporation Law and California the Delaware General Corporation Law have been satisfied or duly waived by the party entitled to satisfaction thereof, which conditions shall include, without limitation, obtaining all necessary regulatory approvals, including, without limitation, the approval (or waiver of any approval requirements) of the Board of Governors of the Federal Reserve System and the California Commissioner of Financial Institutions; (b) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law has been filed with the Secretary of State of the State of California; and (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law has been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, effective is herein called the "Effective Time of the Merger.".

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

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement has and Merger shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawCorporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement and required under Delaware General Corporation Law and California General Corporation Law 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 has shall have been filed with the Secretary of State of the State of Delaware; and. (d) An executed Certificate Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Time Date of the Merger.".

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: (a) This Agreement has been and the Merger was adopted and approved by the stockholders shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw on October 14, 1996 and November 14, 1996, respectively; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement and required under Delaware General Corporation Law and California General Corporation Law 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 has shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Time Date of the Merger.".

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement has and the Merger shall have been adopted and approved by the stockholders shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement and required under Delaware General Corporation Law and California General Corporation Law 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 has shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Time Date of the Merger.".

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

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement has and Merger shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement and required under Delaware General Corporation Law and California General Corporation Law 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 has shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Time Date of the Merger.".

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

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

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement has and the Merger shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawCorporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement and required under Delaware General Corporation Law and California General Corporation Law 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 has shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the California General Corporation Law has Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Time Date of the Merger"”.