Common use of The Closing Clause in Contracts

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation, XX 0000 X Xx. XX, Xxxxxxxxxx, X.X. 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at Xxx Xxxxxxx & Xxxx LLPXxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000, Xxxx Xxx Xxxx on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunderhereunder and by Law) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunderhereunder and by Law) of such conditions), or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPProfessional Corporation, Xxx Xxxxxx Xxxxxx, XxxxxxXxxxx Xxxxx, XX Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), ) or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m., Pacific time, at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPP.C., Xxx Xxxxxx XxxxxxXxxxx, XxxxxxXxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPProfessional Corporation, Xxx Xxxxxx XxxxxxXxxxx, XxxxxxXxxxx Xxxxx, XX Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Newco and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII Section 2.2 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditionsconditions at the Closing), or at such other location, date and time as Parent Newco and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation, XX 00000-0000000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX, on a date and at a time to be agreed upon by Parent, Purchaser and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, ArpsProfessional Corporation, Slate00000 Xx Xxxxxx Xxxx, Xxxxxxx & Xxxx LLPXxxxx 000, Xxx Xxxxxx XxxxxxXxxxx, Xxxxxx, XX 00000-0000Xxxxxxxxxx, on a date and at a time to be agreed upon by Parent, Purchaser Parent and the Company, which date shall be no later than the second (2nd) Business Day business day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions)), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxxxx & Xxxxxxxx LLP at 0000 Xxxxxxxxxxx Xxxx, ArpsXxxx Xxxx, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000Xxxxxxxxxx, on a date and at a time to be agreed upon by ParentNewco, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) first Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Newco, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m., Pacific time, at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, ArpsProfessional Corporation, Slate00000 Xx Xxxxxx Xxxx, Xxxxxxx & Xxxx LLPXxxxx 000, Xxx Xxxxxx XxxxxxXxxxx, Xxxxxx, XX 00000-0000Xxxxxxxxxx, on a date and at a time to be agreed upon by Parent, Purchaser Parent and the Company, which date shall be no later than the second (2nd) Business Day business day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII IX (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions)), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation, XX 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) Business Day business day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m., Pacific time, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx, Xxxxxx0xx Xxxxx, XX Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., Arps0 Xxxxxx Xxxxx, SlateXxxxx Xxxxx, Xxxxxxx & Xxxx LLPXxxxx 0000, Xxx Xxxxxx XxxxxxXxxxxxxxx, Xxxxxx, XX Xxxxxxxxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Acquisition Sub and the Company, which date shall be no later than the second fifth (2nd5th) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that that, by their terms nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver (to the extent waiver, if permitted hereunderby applicable Law) of such those conditions), or at such other location, date and time as Parent Parent, Acquisition Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxxxx & Xxxxx LLP at 000 Xxxxx XxXxxxx Xxxxx, ArpsXxxxxxx, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000Xxxxxxxx, on a date and at a time to be agreed upon by ParentNewco, Purchaser Merger Sub and the Company, which date shall be no later than the second first (2nd1st) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Newco, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m. at the offices of Skadden, Arps, Slate, Xxxxxxx Kxxxxxxx & Xxxx Exxxx LLP, Xxx Xxxxxx 600 Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) third Business Day after the later of (i) the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ) and (ii) the completion of the Marketing Period; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger Merger, if applicable, shall take place at a closing (the “Closing”) to occur at the offices of SkaddenWeil, Arps, Slate, Xxxxxxx Gotshal & Xxxx Xxxxxx LLP, Xxx Xxxxxx 000 Xxxxx Xxxxxx, XxxxxxXxx Xxxx, XX Xxx Xxxx 00000-0000, at 10:00 a.m. (New York time) on a date and at a time to be agreed upon specified by Parentthe parties, Purchaser as promptly as practicable following the Acceptance Time, and the Company, which date shall be in any case no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article ARTICLE VIII (other than those conditions that that, by their terms nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver (to the extent waiver, if permitted hereunderby applicable Law) of such those conditions), or at such other location, date and time as Parent Parent, Acquisition Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation closing of the First Merger shall take place at a closing (the “Closing”) to occur shall take place at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation, XX 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Thermage and the CompanyReliant, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Thermage and the Company Reliant shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur occurs pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The Subject to the terms and conditions of this Agreement, the consummation of the Merger shall take place at a closing (the “Closing”) to occur shall take place (a) at the offices of SkaddenXxXxxxxxx, ArpsWill & Xxxxx, Slate0000 Xxxxxxx Xxxx Xxxx, Xxxxxxx & Xxxx LLP00xx Xxxxx, Xxx Xxxxxx XxxxxxXxxxxxx, XxxxxxXxxxxxxxxx 00000, XX 00000-0000at 10:00 a.m., on a date local time, as promptly as practicable (and at a time to be agreed upon by Parent, Purchaser and the Company, which date shall be in any event no later than the second (2ndthird business day) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of all the conditions set forth in Article VIII hereof (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their terms nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver (to the extent permitted hereunder) of such conditions), conditions at the Closing) or (b) at such other locationtime, date and time or place as Parent Acquiror and the Company shall mutually agree upon in writing (the may agree. The date upon on which the Closing shall actually occur pursuant hereto being occurs is hereinafter referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at (a) 9:00 a.m. Central Time, at the offices of Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP, Xxx Xxxxxx located at 000 Xxxx Xxxxxx, XxxxxxXxxxxxx, XX 00000-0000, or remotely by exchange of documents and signatures (or their electronic counterparts), on a date and at a time to be agreed upon by Parent, Purchaser and the Company, which date shall be no later than the second (2nd) third Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their nature or terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions); provided, however, that notwithstanding the foregoing, in no event shall the Closing occur pursuant to this clause (a) prior to March 31, 2023, or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation, XX 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser LSI and the CompanyAgere, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent LSI and the Company Agere shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx and Xxxx at 000 Xxxxxxxxx Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP#0000, Xxx Xxxxxx XxxxxxXxxx, Xxxxxx, XX Xxx Xxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP, Xxx Xxxxxx 000 Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) fourth Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (writing; provided, that the Closing Date shall not occur prior to the date upon that is 45 days following the date of this Agreement. The date on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx XxXxxxxxx LLP, Xxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx, XxxxxxXxxx Xxxx Xxxx, XX Xxxxxxxxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxx Xxxxxxx LLP in Boston, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000Massachusetts, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub 1, Merger Sub 2 and the Company, which date shall be as soon as practicable, but no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII hereof to be satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent Parent, Merger Sub 1, Merger Sub 2 and the Company shall mutually agree upon in writing (the date upon which the Closing shall actually occur pursuant hereto being referred to herein as the “Closing Date”).

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPProfessional Corporation, Xxx Xxxxxx XxxxxxXxxxx, XxxxxxXxxxx Xxxxx, XX Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Parent and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII Section 2.2 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditionsconditions at the Closing), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m., Eastern Standard time by remote communication and by the offices exchange of Skaddensignature pages by electronic transmission or, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000to the extent such exchange is not practicable or the Parties otherwise agree in writing, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) third Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII ARTICLE VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of SkaddenWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, ArpsProfessional Corporation, Slate600 Xxxx Xxxx Xxxx, Xxxxxxx & Xxxx LLPXxxx, Xxx Xxxxxx XxxxxxXxxxxxxxxx, Xxxxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser LSI and the CompanyAgere, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent LSI and the Company Agere shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., Arps0 Xxxxxx Xxxxx, SlateXxxxx Xxxxx, Xxxxxxx & Xxxx LLPXxxxx 0000, Xxx Xxxxxx XxxxxxXxxxxxxxx, Xxxxxx, XX Xxxxxxxxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Acquisition Sub and the Company, which date shall be no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that that, by their terms nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver (to the extent waiver, if permitted hereunderby applicable Law) of such those conditions), or at such other location, date and time as Parent Parent, Acquisition Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, XxxxxxProfessional Corporation in New York, XX 00000-0000New York, on a date and at a time to be agreed upon by ParentNewco, Purchaser Merger Sub and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditionsconditions at the Closing), or at such other location, date and time as Parent Newco, Merger Sub and the Company shall mutually agree upon in writing (writing; provided, however, that in no event shall Newco or Merger Sub be required to cause the Merger to be consummated during the period from August 25, 2007 through and including September 14, 2007. The date upon which the Closing shall actually occur occurs pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger (the “Closing”) shall take place at a closing (the “Closing”) to occur at the offices of SkaddenXxxxxxxx PC, Arps5400 Renaissance Tower, Slate, Xxxxxxx & Xxxx LLP, 0000 Xxx Xxxxxx Xxxxxx, Xxxxxx, XX Xxxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Parent and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of comScore, Merger Sub and Rentrak shall consummate the Merger shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Xxx Xxxxxx Xxxxxx, Professional Corporation, 0000 X Xxxxxx, XX, Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser comScore and the CompanyRentrak, which date shall be no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII Section 2.2 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent comScore and the Company Rentrak shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxx Oxx Xxxxxx Xxxxxx, Xxxxxx, XX Xxxxxxxxxxxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Acquisition Sub and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII IX (other than those excluding conditions that by their terms are to be satisfied at on the ClosingClosing Date, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent Parent, Acquisition Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date.”).

The Closing. The consummation of the Merger Closing shall take place by remote communications and by the exchange of signatures by electronic transmission or, if or to the extent such exchange is not practicable, at a closing (the “Closing”) Closing to occur at the offices of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPProfessional Corporation, Xxx Xxxxxx Xxxxxx, XxxxxxXxxxx Xxxxx, XX Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) ), of such conditions), ) or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon which the Closing shall actually occur pursuant hereto being is referred to herein as the “Closing Date”).

The Closing. The Unless this Agreement has previously been terminated in accordance with Article VIII, the consummation of the Merger shall will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m., Eastern time, at the offices of Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP, Xxx Xxxxxx 000 Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, XX Xxx Xxxx 00000-0000, on a date and at a time to be agreed upon by Parent, Purchaser Merger Sub and the Company, which date shall be Company that is no later than the second (2nd) third Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VIII VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), ; or at (b) such other locationtime, location and date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing (the writing. The date upon on which the Closing shall actually occur pursuant hereto being occurs is referred to herein as the “Closing Date.”).