Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Pure Delaware and the principal terms of this Agreement shall have been approved by the shareholders of Pure California in accordance with the requirements of the DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Delaware and by the shareholders of Pure California has occurred as of February 28, 2011 and February 10, 2011, 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) A certificate of merger meeting the requirements of the DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California or, in the case of the applicable requirements of California law, 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. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder shareholder of Pure Delaware NovaBay DE and the principal terms of this Agreement shall have been approved by the shareholders of Pure California NovaBay CA in accordance with the requirements of the DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Delaware and by the shareholders of Pure California has occurred as of February 28, 2011 and February 10, 2011, 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) A certificate of merger meeting the requirements of the DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California or, in the case of the applicable requirements of California law, 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. Subject to applicable law, the The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted by the sole stockholder of Pure Delaware and the principal terms of this Agreement shall have been approved by the shareholders of Pure Accuray California and the sole stockholder of Accuray Delaware in accordance with the requirements of the DGCL Delaware General Corporation Law and the CGCL, which adoption and approval by such sole stockholder of Pure Delaware and by the shareholders of Pure California has occurred as of February 28, 2011 and February 10, 2011Corporations Code, 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) A certificate An executed Certificate of merger Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the DGCL (the “Certificate of Merger”) Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Delaware; and (d) An executed Certificate of Ownership as provided in Section 1110 Merger or an executed counterpart of this Agreement meeting the requirements of the CGCL or the Certificate of Merger, California Corporations Code shall have been filed with the Secretary of State of the State of California or, in the case of the applicable requirements of California law, as otherwise provided by the CGCLCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the “Effective Date of the MergerTime.”

Filing and Effectiveness. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Pure Delaware and the principal terms of this Agreement shall have been approved by the shareholders of Pure ILTS California in accordance with the requirements of the DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Delaware and by an Information Statement on Schedule 14C shall have been sent or given to the shareholders of Pure ILTS California has occurred in compliance with the requirements of Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as of February 28amended (the “Exchange Act”), 2011 and February 10, 2011, respectivelythe twenty (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) A certificate of merger meeting the requirements of the DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California orCalifornia, in the case of the applicable requirements of California law, or 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. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Pure Delaware Merger Sub and the principal terms of this Agreement shall have been approved by the shareholders of Pure California PCB in accordance with the requirements of the DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Delaware and by the shareholders of Pure California has occurred as of February 28, 2011 and February 10, 2011, 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) A certificate of merger meeting the requirements of the DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the CGCL CGCL, or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California or, in the case of the applicable requirements of California law, 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. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Pure Southwest Gas Delaware and the principal terms of this Agreement shall have been approved by the shareholders of Pure Southwest Gas California in accordance with the requirements of the DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Southwest Gas Delaware and by the shareholders of Pure Southwest Gas California has occurred as of February 28September 20, 2011 2019 and February 10May 2, 20112019, 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) A certificate of merger meeting the requirements of the DGCL (the “Certificate of Merger”) shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California or, in the case of the applicable requirements of California law, 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. Subject to applicable law, the The Merger shall become effective be completed when the following actions shall have been completed: (a) This Agreement shall have been and Merger was adopted by the sole stockholder of Pure Delaware and the principal terms of this Agreement shall have been approved by the shareholders stockholders of Pure California each Constituent Corporation in accordance with the requirements of the DGCL Delaware General Corporation Law and the CGCLCalifornia General Corporation Law on January 3, which adoption 2000 and approval by such sole stockholder of Pure Delaware and by the shareholders of Pure California has occurred as of February 28January 3, 2011 and February 10, 20112000, 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) A certificate An executed Agreement and Plan of merger Merger meeting the requirements of the DGCL (the “Certificate of Merger”) Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Delaware; and (d) An executed Certificate of Ownership as provided in Section 1110 Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the CGCL or the Certificate of Merger, California Corporations Code shall have been filed with the Secretary of State of the State of California or, in the case California. Pursuant to Section 251 of the applicable requirements Delaware General Corporation Law and Section 1168 of the California lawCorporations Code, as otherwise provided by the CGCL. The date and time when the Merger shall become effective, shall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied and as aforesaidto SkyStream-California on the day subsection (d) is satisfied, is herein called the “"Effective Date of the Merger.”"

Filing and Effectiveness. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: : (a) This Agreement shall have been adopted by the sole stockholder of Pure Hanover Delaware and the principal terms of this Agreement shall have been approved by the shareholders of Pure Hanover California in accordance with the requirements of the DGCL and the CGCL, which adoption and approval by such sole stockholder of Pure Hanover Delaware and by the shareholders of Pure Hanover California has occurred as of February 28June 9, 2011 and February 10June 15, 2011, 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 and (c) A certificate of merger meeting the requirements of the DGCL (the “" Certificate of Merger”Merger ") shall have been filed with the Secretary of State of the State of Delaware and this Agreement, together with a Certificate of Ownership as provided in Section 1110 of the CGCL or the Certificate of Merger, shall have been filed with the Secretary of State of the State of California or, in the case of the applicable requirements of California law, 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 MergerMerger .”"

Filing and Effectiveness. Subject to applicable law, the Merger shall become effective when the following actions shall have been completed: (a) This Agreement shall have been adopted by the sole stockholder of Pure Delaware UMAC Nevada and the principal terms of this Agreement shall have been approved by the shareholders stockholders of Pure California UMAC Puerto Rico in accordance with the requirements of the DGCL NRS and the CGCLPRGCA, which adoption and approval by such sole stockholder of Pure Delaware UMAC Nevada and by the shareholders stockholders of Pure California UMAC Puerto Rico has occurred as of February 28April [ ] 2024 and March 11, 2011 and February 10, 20112024, 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) A certificate Articles of merger meeting the requirements of the DGCL NRS (the “Certificate Articles of Merger”) shall have been filed with the Secretary of State of the State of Delaware Nevada and this Agreement, together with a Certificate of Ownership Merger/Consolidation of Domestics Corporations as provided in Section 1110 of the CGCL or PRGCA (the “Certificate of Merger”), shall have been filed with the Department of State of the Commonwealth of Puerto Rico. The Merger shall become effective upon the filing of the Articles of ▇▇▇▇▇▇ with the Secretary of State of the State of California or, Nevada or at such later time as the Constituent Corporations agree and specify in the case Articles of the applicable requirements of California law, 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 MergerTime”).”