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 Plan of 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 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 counterpart of this Agreement or a Certificate of Merger 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) A copy of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed in the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. 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 Plan of 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 Corporations CodeGeneral Corporation Law; (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 or a Certificate of Merger 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) A copy An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, California General Corporation Law shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. 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 Plan of 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 Corporations CodeGeneral Corporation Law; (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 Agreement of Merger or an executed counterpart of this Agreement or a Certificate of Merger and related required certificates 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) A copy An executed Agreement of Merger or an executed counterpart of this Agreement and related required certificates meeting the requirements of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, California General Corporation Law shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date 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 this Agreement and Plan of the Merger shall have been adopted and approved by the boards of directors and the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California 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; and; (c) An an executed counterpart of this Agreement or a Certificate of Ownership and Merger 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) A copy this Agreement, together with an executed Certificate of Ownership and Merger, as provided in Section 1110 of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the originalCalifornia General Corporation Law, shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. 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 Plan of 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 Corporations CodeGeneral Corporation Law; (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 Agreement of Merger or an executed counterpart of this Agreement or a Certificate of Merger 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) A copy An executed Agreement of Merger or an executed counterpart of this Agreement meeting the requirements of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, California General Corporation Law shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. 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 Plan of Merger shall have been was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California Corporations CodeNevada 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; and; (ciii) An The executed counterpart of this Agreement or a Certificate and Plan of Merger 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) A copy With respect to Avistar-Nevada, an executed Agreement and Plan of Merger meeting the requirements of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, Nevada Revised Statutes shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Nevada. Pursuant to Section 1108(d) 251 of the California Corporations Code. 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: (ai) This Agreement and Plan of the Merger shall have been adopted and approved by the stockholders sole stockholder of each Constituent Corporation Intevac Delaware and the shareholders of Intevac California in accordance with the requirements of the Delaware General Corporation Law and the California 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; and; (ciii) An executed Certificate of Merger, or an executed counterpart of this Agreement or a Certificate of Merger 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) A copy An executed Certificate of Merger, or an executed counterpart of this Agreement meeting the requirements of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the originalCalifornia Corporations Code, shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. 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 Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement and Plan of Merger shall have been adopted by the sole stockholder of Merger Sub and the principal terms of this Agreement shall have been approved by the stockholders shareholders of each Constituent Corporation PCB in accordance with the requirements of the Delaware General Corporation Law DGCL and the California Corporations CodeCGCL, 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; and (c) An executed counterpart A certificate of this Agreement or a Certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; and (d) A copy Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the agreement, certificateCGCL, or other document filed by uDate Delaware in Delaware for the purpose Certificate of effecting the merger, which copy shall be certified by the public officer having custody of the originalMerger, shall have been filed in with the Secretary of State of California, or there shall have been filed in the State of California or, in the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) case of the applicable requirements of California Corporations Codelaw, as otherwise provided by the CGCL. 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 Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement and Plan of Merger shall have been adopted and approved by the stockholders shareholders of each Constituent Corporation ILTS California in accordance with the requirements of the Delaware General Corporation Law CGCL, an Information Statement on Schedule 14C shall have been sent or given to the shareholders of ILTS California in compliance with the requirements of Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the California Corporations Codetwenty (20) calendar day waiting period contemplated by Rule 14c-2(b) promulgated under the Exchange Act shall have lapsed; (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 counterpart A certificate of this Agreement or a Certificate of Merger merger meeting the requirements of the Delaware General Corporation Law DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware; and (d) A copy Delaware and the Secretary of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose State of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed in the State of California, or there shall have been filed in as otherwise provided by the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations CodeCGCL. 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 Plan of 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 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 counterpart of this Agreement or a Certificate certificate of Merger merger 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) A copy of the agreement, certificate, or other document filed by uDate Tier Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed in the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. 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 Plan of 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 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, acknowledged and certified counterpart of this Agreement or a Certificate of Merger 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) A copy An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, California Corporations Code shall have been filed in with the Secretary of State of the State of California, or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 1108(d) of the California Corporations Code. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."