Washington Uses in Closing; Effective Time Clause

Closing; Effective Time from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2013 (this "Agreement"), by and among QAR Industries, Inc. a Texas corporation ("Parent"), Antenna Products Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Phazar Corp., a Delaware corporation ("Company").

Closing; Effective Time. On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., Washington, D.C. time, at the offices of Silver, Freedman & Taff, L.L.P., 3299 K Street NW, Suite 100, Washington, D.C., on a date no later than five (5) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing), unless extended by mutual agreement of the parties (the "Closing Date"). Subject to the terms and conditions of this Agreement, on or before the Closing Date, Merger Sub shall execute, and the parties shall cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger as provided in the DGCL (the "Certificate of Merger"). The Merger shall become effective at such time as the Certificate of Merger is so filed, or such other time as may be specified in the Certificate of Merger (the "Effective Time").

Closing; Effective Time from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2013 (this Agreement), by and among MCW Energy Group Limited, an Ontario corporation (Parent), MCW CA SUB, a California corporation and a wholly-owned subsidiary of Parent (Merger Sub), and GeoPetro Resources Company, a California corporation (the Company).

Closing; Effective Time. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE 7, the closing of the Merger (the Closing) shall take place at the offices of Troutman Sanders LLP, 401 9th Street, N.W., Suite 1000, Washington, DC, as soon as practicable, but in no event later than the second Business Day (as hereinafter defined) after the satisfaction or waiver (to the extent permitted by Law (as hereinafter defined)) of the conditions set forth in ARTICLE 7 (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the Closing Date. At the Closing, the parties hereto shall cause the Merger to be consummated by filing an agreement of merger with officers certificates for each of the Company and Merger Sub (collectively, the Certificate of Merger) with the Secretary of State of the State of California, in such form as required by, and executed in accordance with, the relevant provisions of the CGCL (the date and time of the acceptance of the filing of the Certificate of Merger by the Secretary of State of the State of California, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the Effective Time) and shall make all other filings or recordings required under the CGCL in connection with the Merger. For purposes of this Agreement, the term Business Day means any day on which the principal offices of the Securities and Exchange Commission (the SEC) in Washington, D.C. are open to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by law to close in Los Angeles, California.

Closing; Effective Time from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of December 23, 2009, by and among CHARLESTON BASICS, INC, a Delaware corporation ("Pubco"), PANELTECH PRODUCTS, INC., a Delaware corporation and a wholly-owned subsidiary of Pubco (the "Merger Sub"), and PANELTECH INTERNATIONAL, L.L.C. a Washington limited liability company (the "Company"). Pubco, Merger Sub and the Company each, individually, a "Party" or, collectively, the "Parties."

Closing; Effective Time. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Feldman LLP, 420 Lexington Avenue, Suite 2620, New York, New York, or such other location mutually agreed upon by the Parties, concurrently with the execution of this Agreement by the Parties, provided that such shall occur on or prior to December 31, 2009 (the "Closing Date"). Contemporaneously with the Closing, a properly executed certificate of merger conforming to the requirements of the DGCL (the "Delaware Certificate of Merger") shall be filed with the office of the Secretary of State of Delaware and a properly executed articles of merger conforming to the requirements of the Washington LLC Act (the "Washington Articles of Merger") also shall be filed with the office of the Secretary of State of Washington. The Merger shall become effective only upon the acceptance of the Delaware Certificate of Merger and the Washington Articles of Merger by the Secretary of State of Delaware and the Secretary of State of Washington, respectively (the "Effective Time"). The Merger shall have the effects specified in this Agreement, the Delaware Certificate of Merger, the Washington Articles of Merger and the applicable provisions of the DGCL and the Washington LLC Act.

Closing; Effective Time from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 23, 2008 (this "Agreement"), is by and among LIBERTY MUTUAL INSURANCE COMPANY, a Massachusetts stock insurance company ("Parent"), BIG APPLE MERGER CORPORATION, a Washington corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and SAFECO CORPORATION, a Washington corporation (the "Company" and, collectively with Parent and Merger Sub, the "parties").

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the "Closing") will take place at 10:00 a.m., New York City time, on the second Business Day after the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date." Prior to the Closing, Parent shall prepare in consultation with the Company, and on the Closing Date the Surviving Corporation shall cause the Merger to be consummated by filing, the articles of merger (the "Articles of Merger") with the Secretary of State of the State of Washington, in such form as required by, and executed in accordance with, the relevant provisions of the WBCA (the date and time of the filing of the Articles of Merger with the Secretary of State of the State of Washington, or such later time as is specified in the Articles of Merger and as is agreed to by the parties, being the "Effective Time"), and the parties shall make all other filings or recordings required under the WBCA in connection with the Merger.

CLOSING; EFFECTIVE TIME from Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of the 26th day of September, 2007 (this "Agreement"), is by and among FRONTIER FINANCIAL CORPORATION ("Frontier"), FRONTIER BANK ("Frontier Bank"), WASHINGTON BANKING COMPANY ("WBC") and WHIDBEY ISLAND BANK ("Whidbey Island Bank").

CLOSING; EFFECTIVE TIME. Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") will take place at 10:00 a.m. on the first day which is at least one business day after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in ARTICLE VII (other than those conditions which relate to actions to be taken at the Closing) (the "Effective Time"), at the offices of Keller Rohrback L.L.P., unless another time, date or place is agreed to in writing by the parties hereto. On the Effective Time, a certificate of merger will be issued by the Department of Financial Institutions of the State of Washington in accordance with applicable law.

Closing; Effective Time from Plan of Merger

AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of August 7, 2007 (the "Agreement Date"), by and among Apollo Group, Inc., an Arizona corporation ("Parent"), Asteroid Acquisition Corporation, a Washington corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Aptimus, Inc., a Washington corporation (the "Company").

Closing; Effective Time. The closing of the Merger (the "Closing") shall take place at the offices of Morgan, Lewis & Bockius LLP, One Market Street, San Francisco, California, at 10:00 a.m. on a date to be specified by the parties which shall be no later than two Business Days after satisfaction (or waiver as provided herein) of the conditions set forth in Article VIII (other than those conditions that by their nature will be satisfied at the Closing), unless another time, date and/or place is agreed to in writing by the parties. The date upon which the Closing occurs is herein referred to as the "Closing Date." At the Closing, the Company as the surviving corporation shall file the Articles of Merger with the Secretary of State of the State of Washington as provided in Chapter 23B.11.050 of the WBCA. The Merger shall become effective at such time as the Articles of Merger is so filed or at such later time as is set forth in the Articles of Merger, if different, which time is hereinafter referred to as the "Effective Time."

Closing; Effective Time from Agreement and Plan of Reorganization

This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of September 1, 2003 by and among SkyLynx Communications, Inc., a Delaware corporation ("Buyer"), and Interim Corporate Resources LLC, a Washington Limited Liability Company ("Company").

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of the Buyer, or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Agreement of Merger, together with the required officers' certificates, with the Secretary of State of the State of Washington, in accordance with the relevant provisions of Washington Law (the time of such filing being the "Effective Time").

Closing; Effective Time from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 28, 2003 by and among Secure Computing Corporation, a Delaware corporation (Buyer), Nitro Acquisition Corp., a Washington corporation and wholly-owned subsidiary of Buyer (Merger Sub), and N2H2, Inc., a Washington corporation (Seller), with respect to the following facts:

Closing; Effective Time. The closing of the Merger and the other transactions contemplated hereby (the Closing) will take place 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 business day after satisfaction or waiver of the conditions set forth in Articles VI and VII, unless another time or date is agreed to by the parties hereto. The Closing shall take place at the offices of Heller Ehrman White & McAuliffe LLP, 275 Middlefield Road, Menlo Park, California, or at such other location as the parties hereto shall mutually agree. At the Closing, the parties hereto shall cause the Merger to be consummated by filing the articles of merger substantially in the form of Exhibit B (the Articles of Merger) with the Secretary of State of the State of Washington (the Washington Secretary), in accordance with the relevant provisions of Washington Law (the time of such filing, or such later time as may be agreed in writing by the parties and specified in the Articles of Merger, being the Effective Time). If the Washington Secretary requires any changes in the Articles of Merger as a condition to filing or issuing a certificate to the effect that the Merger is effective, Merger Sub and the Company shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.

Closing; Effective Time from Agreement and Plan of Merger and Reorganization

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Agreement") is made and entered into as of November 9, 2000, by and among Cisco Systems, Inc., a California corporation ("Parent"), Aqua Acquisition Corporation, a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, and Active Voice Corporation, a Washington corporation ("Company").

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Brobeck, Phleger & Harrison LLP, Two Embarcadero Place, 2200 Geng Road, Palo Alto, California 94303, or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Secretary of State of the State of Washington, in accordance with the relevant provisions of Delaware Law and Washington Law (the time of the last such filing being the "Effective Time").