Merger Sub Uses in Closing Clause

Closing from Agreement and Plan of Merger

This Amended and Restated Agreement and Plan of Merger (this Agreement) is made and entered into as of June 23, 2016 (the Agreement Date), by and among Elecor Intermediate Holding II Corporation, a Delaware corporation (Parent), Elecor Merger Corporation, a California corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Electro Rent Corporation, a California corporation (the Company).

Closing. The closing of the Merger (the Closing) will take place at 7:00 AM Pacific Time on the third Business Day after satisfaction or waiver (to the extent permitted by Applicable Law) of all conditions to the Merger set forth in Article VIII (other than those conditions that by their nature are to be satisfied by deliveries made at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to and in accordance with Article IX, or another date and time is agreed to in writing by Parent and the Company. The Closing shall be held at the offices of Latham & Watkins LLP, 555 11th Street N.W., Suite 1000, Washington, D.C., 20004, unless another place is agreed to in writing by the parties hereto. The actual date of the Closing is hereinafter referred to as the Closing Date.

Closing from Agreement and Plan of Merger Among

This Agreement and Plan of Merger (this Agreement), is entered into as of May 15, 2016, by and among Nanosphere, Inc., a Delaware corporation (the Company), Luminex Corporation, a Delaware corporation (Parent), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the Closing) will take place at 10:00 a.m., eastern daylight time, as soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Seyfarth Shaw LLP, 620 Eighth Avenue, New York, NY 10018, unless another place is agreed to in writing by the parties hereto or the parties agree to conduct the closing by means of electronic transmission of executed counterparts to this Agreement and other documents and instruments to effect the contemplated transactions. The actual date of the Closing is hereinafter referred to as the Closing Date.

Closing from Merger Agreement

This MERGER AGREEMENT (this "Agreement") is entered into as of this 29th day of February, 2016, by and among CORNERWORLD CORPORATION, a Nevada corporation ("CornerWorld"), THE LEADSTREAM, LLC, a Delaware limited liability company and a wholly owned subsidiary of CornerWorld ("Merger Sub"), and DEPORTES MEDIA, LLC, a Texas limited liability company, for itself and on behalf of all of its wholly owned subsidiaries ("Deportes").

Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the "Closing") will take place as soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless the Closing has been extended to another time or date pursuant to Section 10.3(b), or otherwise in writing by the parties hereto. The actual date of the Closing is hereinafter referred to as the "Closing Date."

Closing from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of November 2, 2015, by and among Dyax Corp., a Delaware corporation (the Company), Shire Pharmaceuticals International, a company incorporated in Ireland (Parent), Parquet Courts, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub, with the Company and Merger Sub sometimes being hereinafter collectively referred to as the Constituent Corporations) and Shire plc, a company incorporated in Jersey (Parent Holdco).

Closing. Unless otherwise mutually agreed in writing between the Company and Parent, the closing for the Merger (the Closing) shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York on the third (3rd) business day, or such other place and time as mutually agreed upon in writing by the parties hereto (the Closing Date), following the day on which the last to be satisfied or waived of the conditions set forth in ARTICLE VII (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement. As used in this Agreement, the term business day means any day other than a Saturday or a Sunday or a day on which commercial banks are authorized or required by Law or executive order to be closed in New York City.

Closing from Merger Agreement

MERGER AGREEMENT, dated as of October 9, 2015 (this "Agreement"), among DSV A/S, a Danish corporation ("Parent"), Louvre Acquisitionco, Inc., a company incorporated under the laws of the British Virgin Islands and an indirect wholly-owned subsidiary of Parent ("Merger Sub"), and UTi Worldwide Inc., a company incorporated under the laws of the British Virgin Islands (the "Company").

Closing. The closing of the Merger (the "Closing") will take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York at 10:00 a.m., local time, on a date to be specified by the parties (the "Closing Date") which shall be no later than the second (2nd) Business Day after the satisfaction or waiver (by the party or parties entitled to grant such waiver under the terms of Article VII and only to the extent such waiver is permitted by applicable Law) of each of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by action at the Closing, but subject to the satisfaction or waiver of such conditions (in accordance with the terms of Article VII)), or at such other place, date and time as the Company and Parent agree in writing.

Closing from Agreement and Plan of Merger Among

This Agreement and Plan of Merger (this Agreement) is entered into as of August 20, 2015, by and among Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the Company), Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of The Bahamas (Parent), and Nemo Merger Sub, Inc., an international business company incorporated under the laws of the Commonwealth of The Bahamas and a wholly-owned Subsidiary of Parent (Merger Sub). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the Closing) will take place as soon as practicable (but not later than the third (3rd) Business Day) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless another time or date is agreed to in writing by the parties hereto; provided, however, that if the Pre-Closing Educational Consents have not been obtained at the time of such satisfaction or waiver of all of the conditions to the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions at the Closing), then the Closing shall not occur until the earlier of (a) January 29, 2016, and (b) the third (3rd) Business Day after the date on which all of the Pre-Closing Educational Consents have been obtained (subject, in each case, to the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VI as of the Closing Date determined pursuant to this proviso). The actual date of the Closing is hereinafter referred to as the Closing Date. The Closing shall be held at 9:00 a.m. New York, New York time at the offices of Dechert LLP, Cira Centre, 2929 Arch Street, Philadelphia, Pennsylvania 19104, unless another place is agreed to in writing by the parties hereto; provided, however, that any party may participate remotely by electronic delivery of documents and/or funds.

Closing from Business Combination Agreement

THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this Agreement) is dated as of May 5, 2015, by and among Globe Specialty Metals, Inc., a Delaware corporation (GSM), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anonima (Grupo VM), Grupo FerroAtlantica, S.A.U., a Spanish public limited liability company in the form of a sociedad anonima and wholly-owned subsidiary of Grupo VM (FA), Velonewco Limited, a private limited company incorporated under the laws of England and a wholly-owned subsidiary of Grupo VM (Holdco), and Gordon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (Merger Sub), amends and restates in its entirety that certain Business Combination Agreement, dated as of February 23, 2015 (the Original BCA, and such date, the Original Execution Date), by and among GSM, Grupo VM, FA, Holdco and Merger Sub.

Closing. The closing of the Stock Exchange, the Redemption and the Merger shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834, USA at 10:00 a.m. local time, as soon as practicable (and, in any event, within three Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all applicable conditions set forth in Article 8 (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) or at such other time and place as GSM and FA shall agree. The date and time on which the Closing occurs is referred to herein as the Closing Date. For purposes of this Agreement, the Closing shall mean, with respect to each of the Stock Exchange, the Redemption and the Merger, the execution and delivery of all relevant legal and contractual documentation required hereunder and under (a) the laws of Spain and England with respect to the Stock Exchange; (b) the laws of England with respect to the Redemption; and (c) the DGCL and the laws of England with respect to the Merger, in each case, to properly consummate the Stock Exchange, the Redemption and the Merger, respectively.

Closing from Business Combination Agreement

THIS BUSINESS COMBINATION AGREEMENT (this "Agreement") is dated as of February 23, 2015, by and among Globe Specialty Metals, Inc., a Delaware corporation ("GSM"), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anonima ("Grupo VM"), Grupo FerroAtlantica, S.A.U., a Spanish public limited liability company in the form of a sociedad anonima and wholly-owned subsidiary of Grupo VM ("FA"), Velonewco Limited, a private limited company incorporated under the laws of England and a wholly-owned subsidiary of Grupo VM ("Holdco"), and Gordon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco ("Merger Sub").

Closing. The closing of the Stock Exchange and the Merger shall take place at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF, United Kingdom at 3:00 p.m. local time, as soon as practicable (and, in any event, within three Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all applicable conditions set forth in Article 8 (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) or at such other time and place as GSM and FA shall agree. The date and time on which the Closing occurs is referred to herein as the "Closing Date." For purposes of this Agreement, the "Closing" shall mean, with respect to each of the Stock Exchange and the Merger, the execution and delivery of all relevant legal and contractual documentation required hereunder and under (a) the laws of Spain and England with respect to the Stock Exchange and (b) the DGCL and the laws of England with respect to the Merger, in each case, to properly consummate the Stock Exchange and the Merger, respectively.

Closing from Agreement and Plan of Merger Among

This Agreement and Plan of Merger (this Agreement), is entered into as of October 9, 2014, by and among Gentiva Health Services, Inc., a Delaware corporation (the Company), Kindred Healthcare, Inc., a Delaware corporation (Parent), and Kindred Healthcare Development 2, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the Closing) will take place at 9 a.m., New York City time on the third Business Day after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto; provided, however, that notwithstanding the satisfaction or, to the extent permitted hereunder, waiver of all applicable conditions set forth in Article VI, neither Parent nor Merger Sub shall be obligated to effect the Closing prior to the third Business Day following the final day of the Marketing Period or such earlier date as Parent shall request on two Business Days prior written notice to the Company (but, subject in such case, to the satisfaction or, to the extent permitted hereunder, waiver of all applicable conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions)). The Closing shall be held at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, NY 10166, unless another place is agreed to in writing by the parties hereto, and the actual date of the Closing is hereinafter referred to as the Closing Date.

Closing from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 11, 2014, is by and between Conversant, Inc., a Delaware corporation (the Company), Alliance Data Systems Corporation, a Delaware corporation (Parent) and Amber Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub).

Closing. The closing of the Merger (the Closing) shall take place at the offices of Akin Gump Strauss Hauer & Feld, 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201, at 10:00 a.m., local time, on the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions), or at such other place, date and time as the Company and Parent may agree in writing. The date on which the Closing actually occurs is referred to as the Closing Date.