Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on August __, 2001 and _________, 2001, 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; (c) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, 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 to NASSDA-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and Plan of Merger was shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on August __, 2001 and _________, 2001, respectivelyCorporations Code; (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) An executed counterpart of this Agreement and Plan or a Certificate of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements A copy of the California Corporations Code agreement, certificate, or other document filed by uDate Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed with the Secretary of State of in the State of California. Pursuant to , or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 251 of the Delaware General Corporation Law and Section 1168 1108(d) of the California Corporations Code, the . 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 to NASSDA-California on the day subsection (d) is satisfiedaforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Plan of Merger was shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law on and the California General Corporation Law on August __, 2001 and _________, 2001, respectivelyLaw; (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; (c) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with and accepted by the Secretary of State of the State of Delaware; and; (d) An executed Certificate Agreement and Plan of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with and accepted by the Secretary of State of the State of California; and (e) A permit pursuant to Section 25121 of the California General Corporation Law shall have been issued by the California Department of Corporations. Pursuant to Section 251 252 of the Delaware General Corporation Law and Section 1168 1108 of the California Corporations CodeCode and the terms of this Section 1.2, the date and time when the Merger shall become effective, shall be the date upon which provided that subsections (a), (b), (c), (d) and (ce) of this Section 1.2 are satisfied and as to NASSDA-California on the day subsection (d) is satisfied, is shall be , 2004, herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and the Merger was shall have been adopted and approved by the stockholders shareholders of each Constituent Corporation ESP and DUI in accordance with the requirements of the Colorado Business Corporation Act and the Delaware General Corporation Law and the California General Corporation Law on August __, 2001 and _________, 2001, respectively; (b) DUI shall have formed a wholly-owned subsidiary for the purposes of this Merger in accordance with the requirements of the DGCL (the “Subsidiary”); (c) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived waived, in writing, by the party Party entitled to satisfaction thereof; (cd) An executed Agreement and Plan As soon as practicable following the Closing, the Parties shall execute a Certificate of Merger meeting the requirements of the Colorado Business Corporation Act and the Delaware General Corporation Law shall have been and file same with the Secretaries of State of the States of Colorado and Delaware in substantially the form attached hereto as Exhibit A; the time the Certificate of Merger is filed with the Secretary of State of the State of DelawareColorado is the “Effective Time”; and (de) An executed Certificate The closing of Merger or an executed, acknowledged and certified counterpart of the transactions described in this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, 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 to NASSDA-California on the day subsection (d) is satisfied, is herein called the "Effective Date “Closing.” The Parties agree that the Closing of the Mergertransactions identified in this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.", or at such other place as the Parties may mutually determine, on or before October 31, 2007. (f) The audit of the financial statements of ESP for the period ended June 30, 2007 shall have been completed with all necessary data and materials delivered by ESP to DUI.

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on August November __, 2001 1997 and _______November __, 20011997, 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; (c) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and; (d) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. ; and Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, 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 to NASSDAArtisan-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed when the ------------------------ following actions shall have been completed: (a) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on August September __, 2001 1999 and _______September __, 20011999, 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; (c) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, 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 to NASSDACobalt-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and Plan of Merger was shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on August __, 2001 and _________, 2001, respectivelyCorporations Code; (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) An executed counterpart of this Agreement and Plan or a certificate of Merger merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements A copy of the California Corporations Code agreement, certificate, or other document filed by Tier Delaware in Delaware for the purpose of effecting the merger, which copy shall be certified by the public officer having custody of the original, shall have been filed with the Secretary of State of in the State of California. Pursuant to , or there shall have been filed in the State of California the document or documents described in any one of paragraphs (1), (2), or (3) of Section 251 of the Delaware General Corporation Law and Section 1168 1108(d) of the California Corporations Code, the . 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 to NASSDA-California on the day subsection (d) is satisfiedaforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall be completed become effective when the ------------------------ following actions shall have been completed: (a) This Agreement and the Merger was shall have been adopted and approved by the stockholders shareholders of each Constituent Corporation ESP and DUI in accordance with the requirements of the Colorado Business Corporation Act and the Delaware General Corporation Law and the California General Corporation Law on August __, 2001 and _________, 2001, respectivelyLaw; (b) DUI shall have formed a wholly-owned subsidiary for the purposes of this Merger in accordance with the requirements of the DGCL (the “Subsidiary”); (c) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived waived, in writing, by the party Party entitled to satisfaction thereof; (cd) An executed Agreement and Plan As soon as practicable following the Closing, the Parties shall execute a Certificate of Merger meeting the requirements of the Colorado Business Corporation Act and the Delaware General Corporation Law shall have been and file same with the Secretaries of State of the States of Colorado and Delaware in substantially the form attached hereto as Exhibit A; the time the Certificate of Merger is filed with the Secretary of State of the State of DelawareColorado is the “Effective Time”; and (de) An executed Certificate The closing of Merger or an executed, acknowledged and certified counterpart of the transactions described in this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, 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 to NASSDA-California on the day subsection (d) is satisfied, is herein called the "Effective Date “Closing.” The Parties agree that the Closing of the Mergertransactions identified in this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.", or at such other place as the Parties may mutually determine, on or before October 31, 2007. (f) The audit of the financial statements of ESP for the period ended June 30, 2007 shall have been completed with all necessary data and materials delivered by ESP to DUI.

Filing and Effectiveness. The Merger shall be completed when ------------------------ the ------------------------ following actions shall have been completed: (ai) This Agreement and Merger was adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law on August March__, 2001 2000 and _______March__, 20012000, respectively; (bii) 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; (ciii) An executed Agreement and Plan of Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (div) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California. Pursuant to Section 251 of the Delaware General Corporation Law and Section 1168 of the California Corporations Code, 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 to NASSDAOmniVision-California on the day subsection (d) is satisfied, is herein called the "Effective Date of the Merger."