Common use of Effective Times Clause in Contracts

Effective Times. Subject to the provisions of this Agreement, at the Closing, (a) the Company shall cause a certificate of merger in connection with the First Merger (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and (b) immediately following the filing of the First Certificate of Merger, the First Surviving Corporation shall cause a certificate of merger in connection with the Second Merger (the “Second Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The First Merger shall become effective at such time as the First Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Company and First Merger Sub in writing and specified in the First Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being herein referred to as the “First Effective Time”) and the Second Merger shall become effective at such time as the Second Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the First Surviving Corporation and Surviving Merger Sub in writing and specified in the Second Certificate of Merger in accordance with the DGCL, but in any event immediately following the First Effective Time (the effective time of the Second Merger being herein referred to as the “Second Effective Time”).

Effective Times. Subject to the provisions of this Agreement, at At the Closing, the parties hereto shall file (ai) a Certificate of Merger in substantially the Company shall cause a certificate of merger in connection with the First Merger form attached hereto as Exhibit D-1 (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in accordance with the applicable relevant provisions of the DGCL, and make all other filings or recordings required by the DGCL in connection with the First Merger, and (bii) immediately following the filing of the First Certificate of Merger, the First Surviving Corporation parties hereto shall cause file a certificate Certificate of merger Merger in connection with substantially the Second Merger form attached hereto as Exhibit D-2 (the “Second Certificate of Merger”, together with the First Certificate of Merger, the “Certificates of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in accordance with the applicable relevant provisions of the DGCLDGCL and DLLCA, and make all other filings or recordings required by the DGCL and DLLCA in connection with the Second Merger. The First Merger shall become effective at such the time as that the First Certificate of Merger has been duly is filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be is agreed to by Parent and the Company and First Merger Sub in writing and specified in the First Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being herein referred to as the “First Effective Time”) ), and the Second Merger shall become effective at such time as that the Second Certificate of Merger has been duly is filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be is agreed by Parent and the First Surviving Corporation Company and Surviving Merger Sub in writing and is specified in the Second Certificate of Merger in accordance with the DGCLMerger, but in any event immediately following the First Effective Time (and as soon as practicable following the effective time of the Second Merger being herein referred to as the “Second First Effective Time”).. 2.4

Effective Times. Subject to the provisions of this Agreement, at Concurrently with the Closing, (a) the Company and Merger Sub I shall cause a certificate of merger in connection with the First Merger (the “First Certificate of Merger”) to be executed, acknowledged and filed file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger I”) executed in accordance with with, and containing such information as is required by, the applicable relevant provisions of the DGCL and (b) immediately following the filing of the First Certificate of Merger, the First Surviving Corporation shall cause a certificate of merger in connection with the Second order to effect Merger (the “Second Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The First I. Merger I shall become effective at such the time as the First Certificate of Merger has I shall have been duly filed with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon by the Company and First Merger Sub in writing parties and specified in the First Certificate of Merger in accordance with the DGCL I (the effective such date and time of the First Merger being herein hereinafter referred to as the “First Effective Time”). Upon the terms and subject to the conditions set forth in this Agreement, immediately following the Effective Time, and as part of an integrated transaction, Surviving Corporation and Merger Sub II shall file with the Secretary of State of the State of Delaware a certificate of merger (“Certificate of Merger II” and each of which, including the Certificate of Merger I, may be referred to as a “Certificate of Merger”) satisfying the applicable requirements of the DGCL and the Second LLC Act as well as any other filings or recordings required to be made under the LLC Act or the DGCL in connection with Merger II. Merger II shall become effective at such the time as the Second Certificate of Merger has II shall have been duly filed with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon by the First Surviving Corporation and Surviving Merger Sub in writing parties and specified in the Second Certificate of Merger in accordance with the DGCL, but in any event immediately following the First Effective Time II (the effective such date and time of the Second Merger being herein hereinafter referred to as the “Second Effective Time”).

Effective Times. Subject Upon the terms and subject to the provisions of this Agreementconditions set forth herein, at concurrently with or as soon as practicable following the Closing, (a) the Company Merger Sub I and Newco shall cause the First Merger to be consummated by the filing of a duly executed certificate of merger satisfying the applicable requirements of the DLLCA, in connection with substantially the First Merger form attached hereto as Exhibit C-1 (the “First Certificate of Merger”) to be executed), acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and (b) immediately following the filing of the First Certificate of Merger, the First Surviving Corporation shall cause a certificate of merger in connection with the Second Merger (the “Second Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCLDelaware. The First Merger shall become effective at such time as the First Certificate of Merger has been is duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later other time as may be agreed by the Company between Parent and First Merger Sub in writing Newco and specified in the First Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being herein referred to as the “First Effective Time”) ). As soon as practicable following the Effective Time, and in any case on the same day as the Effective Time, the First Surviving Company and Merger Sub II shall cause the Second Merger to be consummated by the filing of a duly executed certificate of merger satisfying the applicable requirements of the DLLCA, in substantially the form attached hereto as Exhibit C-2 (the “Second Certificate of Merger”), with the Secretary of State of the State of Delaware. The Second Merger shall become effective at such time as the Second Certificate of Merger has been is duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later other time as may be agreed by the First Surviving Corporation between Parent and Surviving Merger Sub in writing Newco and specified in the Second Certificate of Merger in accordance with the DGCL, but in any event immediately following the First Effective Time (the effective time of the Second Merger being herein referred to as the “Second Effective Time”).

Effective Times. Subject to the provisions of this Agreement, at At the Closing, (a) the Company and Merger Sub shall cause a certificate of merger in connection with the First Merger form attached hereto as Exhibit D (the “First Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable relevant provisions of Delaware Law and shall make all other filings required under Delaware Law. The First Merger shall become effective at the DGCL and (b) immediately following the filing of time the First Certificate of MergerMerger shall have been duly filed with the Secretary of State of the State of Delaware or such later time as may be specified in the First Certificate of Merger as mutually agreed by Parent and the Company (such date and time hereinafter referred to as the “First Effective Time”). Immediately following the First Effective Time, the First Surviving Corporation Company and Merger Sub II shall cause a certificate of merger in connection with the Second Merger form attached hereto as Exhibit E (the “Second Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable relevant provisions of the DGCLDelaware Law and shall make all other filings required under Delaware Law. The First Second Merger shall become effective at such the time as the First Second Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Company and First Merger Sub in writing and specified in the First Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being herein referred to as the “First Effective Time”) and the Second Merger shall become effective at such time as the Second Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the First Surviving Corporation and Surviving Merger Sub in writing and specified in the Second Certificate of Merger in accordance with as mutually agreed by Parent and the DGCL, but in any event immediately following the First Effective Time Company (the effective such date and time of the Second Merger being herein hereinafter referred to as the “Second Effective Time”).