Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), 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 Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parent, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the provisions of Article VIICompany, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:30 a.m. Eastern Time on the same date as soon as practicable, but the Offer Acceptance Time and immediately following the Offer Acceptance Time except that if the condition set forth in Section 7.1 shall not be satisfied or waived by such date in which case no event later than the third Business Day after the satisfaction or waiver of first business day on which the conditions set forth in Article VII (other than those conditions that by their nature Section 7.1 are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place or on such other date as Parent and the Company may mutually agreewaived. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the Certificate certificate of Merger merger (such date and as is agreed to by the Company and Parenttime, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Palo Alto, ▇▇▇▇▇California 94304, ▇▇at 9:15 a.m. on a date (the “Closing Date”), as soon as practicablewhich shall be the date of the Acceptance Time, but except in the event of a 251(h) Inapplicable Determination, in which case no event later than the third Business Day second business day after the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than those conditions that by their nature terms are to be satisfied by actions taken at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of those conditions), ) or at such other place or on such other place, time and date as Parent and shall be agreed in writing by the Company may mutually agreeparties. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company in connection with the Office of Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, or at such later time as is may be specified in such certificate of merger with the Certificate consent of Parent (the time as of which the Merger and as is agreed to by the Company and Parent, becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject Upon the terms and conditions set forth herein and pursuant to the provisions DGCL (including Section 251(h) of Article VIIthe DGCL), the closing of the Merger (the “Merger Closing”) shall will take place (a) at the offices of Husch ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, as soon as practicablepracticable following the consummation of the Offer, but in no any event later than on the third Business Day after date of, and immediately following the satisfaction Offer Closing; or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), or b) at such other time, date or place or on such other date as is agreed to in writing by Parent and the Company may mutually agreeCompany. The date on which the Merger Closing actually occurs is hereinafter referred to in this Agreement as the “Merger Closing Date.” At Subject to the Closingterms and conditions set forth herein, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later other date and time as is specified may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger and as is agreed to by the Company and Parent, being hereinafter referred to as (the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , LLP, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location or means as soon as practicableshall be mutually agreed by the parties, but in including by remote exchange of electronic copies of documents (including by portable document format (.pdf) delivered by electronic mail), on a date to be designated jointly by Parent and the Company, which shall be no event later than the third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 6 (other than those conditions that the conditions, which by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those each of such conditions), 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 takes place is hereinafter referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Office of Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or at such later time as is specified in the Certificate of Merger may be designated jointly by Parent and as is agreed to by the Company and Parent, specified in such certificate of merger (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) shall will take place at the offices of Husch Ropes & ▇▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as soon as practicablepracticable following consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the third first (1st) Business Day Day, after the satisfaction or waiver of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch 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 Company Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) ), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to the provisions of Article VIISection 8 hereof, the closing consummation of the Merger (the “Closing”) shall take place at the New York offices of Husch ▇▇▇Skadden, Arps, Slate, M▇▇▇▇▇▇ ▇▇▇▇& F▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇at 10:00 a.m., ▇▇▇▇▇ ▇▇▇▇New York City time, ▇▇▇▇▇on a date to be designated by Parent (the “Closing Date”), ▇▇, as soon as practicable, but in which shall be no event later than the third Business Day fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied by actions taken 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 of those conditionssuch conditions at the Closing), unless another date, time or at such other place or on such other date as Parent and is agreed to by the Company may mutually agreeparties hereto. The date on which Subject to the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable but not later than two (2) business days following the “Certificate of Merger”) Closing, filed with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate certificate of Merger and as is agreed to by the Company and Parent, being hereinafter referred to as merger (the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject Upon the terms and subject to the provisions ----------------------- conditions of Article VIIthis Agreement, the closing of the Merger (the “"Closing”") shall ------- take place at 10:00 a.m. on a date (the "Closing Date") that shall be the fifth ------------ business day after the satisfaction or waiver (subject to applicable Law (as defined in Section 1.11 of this Agreement)) of each of the conditions set forth in Article Six of this Agreement, other than those conditions that by their nature are to be satisfied at the Closing (but subject to the fulfillment or waiver of those conditions), at the offices of Husch ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions)▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time, date or place or on such other date as Parent and agreed to in writing by the Company may mutually agreeparties to this Agreement. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At In connection with the Closing, subject to the Company conditions of this Agreement, the parties to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) complying with the Office of DGCL with the Secretary of State of the State state of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL Delaware (the date and time "Certificate of Merger") on the Closing Date. The Merger --------------------- shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as is agreed by Targeted and Genovo and specified in the Certificate of Merger and as is agreed to by (the Company and Parent, being hereinafter referred to as the “"Effective Time”) ," and shall make all other filings required under such date, the DGCL in connection with the Merger.-------------- "Effective Date"). --------------

Closing; Effective Time. Subject to the provisions of Article VII, the (a) The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of Husch ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day tenth (10th) business day after the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their nature terms are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions); provided, or that, the Closing may be consummated at such other place or on such other place, time or 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”.” (b) At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed by the Company in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”) ), and the parties hereto shall make all other filings or recordings required under the DGCL or other applicable Law in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIARTICLE 7, the closing of the Merger (the “"Closing”") shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇Will & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇, as soon as practicable, but in no event later than the third second Business Day after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in Article VII ARTICLE 7 (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver (to the extent permitted by Law) of those conditionssuch 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 Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with the Office of by the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “"Effective Time”") and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the The closing of the Merger (the “"Closing”") shall will take place at 10:00 a.m. (New York time) on November 23, 1999, which date shall not be later than one (1) Business Day after the satisfaction or waiver of the conditions set forth in Sections 5.1 and 5.2 at the offices of Husch ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇ ▇▇, as soon as practicable, but in no event later than ▇▇▇ (the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), 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 shall occur being referred to in this Agreement as the “"Closing Date.” At "), provided, however, that notwithstanding anything contained herein to the contrary, (i) the resignation of the current director of the Company and the appointment of the ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ as replacement directors thereof shall not occur until the expiration of the ten (10) day period commencing with the mailing to the Commission and the stockholders of the Company a statement in compliance with Rule 14f-1 under the Exchange Act and (ii) the Certificate of Amendment shall not be filed with the Secretary of State of the State of Delaware until an information statement in compliance with Section 14(c) of the Exchange Act and the rules and regulations promulgated thereunder has been sent to the stockholders of the Company. Contemporaneously with or as promptly as practicable after the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") shall be duly prepared and acknowledged by the Surviving Corporation and thereafter filed with the Office of the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, with the relevant provisions of of, the DGCL (the date and time of DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or Delaware (the date and time of such later time as is specified in filing being the "Effective Time"). Promptly after the filing of the Certificate of Merger and as is agreed to by Merger, the Company and Parent, being hereinafter referred to as shall file the “Effective Time”) and shall make all other filings required under the DGCL in connection with the MergerSection 253 Merger Certificate.

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) shall will take place at the offices remotely by exchange of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇documents and signatures (or their electronic counterparts), as soon as practicablepracticable following consummation of the Offer, but in no event later than the third first (1st) Business Day Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditionssuch 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 agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall make all other filings filings, recordings or publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the provisions of Article VIICompany, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ at 8:00 a.m., ▇▇Eastern Time, on the same date as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Article VII (other than those conditions that by their nature are to Section 7.1 or Section 7.2 shall not be satisfied by actions taken at the Closingor, but subject to the satisfaction or waiver of those conditions)extent permissible by applicable Legal Requirements, or at waived by such other place or date, in which case on such other date as Parent no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the Company may mutually agreeextent permissible by applicable Legal Requirements, waived. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions Section 251(h) of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the Certificate certificate of Merger merger (such date and as is agreed to by the Company and Parenttime, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the (a) The closing of the Merger (the “Closing”) shall take place at the offices of Husch L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPPC, 6▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Roseland, ▇▇▇▇▇New Jersey 07068, ▇▇or at such other place as shall be mutually agreed by the parties hereto, as soon as practicable, but in no event later than the third Business Day second business day after the satisfaction or waiver of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditions), 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”.” (b) At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed and filed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Husch C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇One Liberty Plaza, ▇▇▇▇▇New York, ▇▇New York, as soon as practicable, but in no event later than the third second (2nd) Business Day Day, after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch 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 Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject (a) Unless this Agreement shall have been validly terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the provisions of Article VIICompany, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇at 8:00 a.m., Eastern Time, on the same date as soon as practicablethe Offer Acceptance Time except if the condition set forth in Section 7.1 shall not be satisfied or waived by such date, but in which case on no event later than the third first Business Day after on which the satisfaction or waiver of the conditions condition set forth in Article VII (other than those conditions that by their nature are to be Section 7.1 is satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place or on such other date as Parent and the Company may mutually agreewaived. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Company shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions Section 251(h) of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties hereto and specified in the Certificate certificate of Merger merger (such date and as is agreed to by the Company and Parenttime, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the closing The consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇, ▇▇▇▇▇, ▇▇or such other location or means as shall be mutually agreed by the parties, as soon as practicableincluding by remote exchange of electronic copies of documents (including by portable document format (.pdf) delivered by electronic mail), but in on a date to be designated jointly by Parent and the Company, which shall be no event later than the third second Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII Section 6 (other than those conditions that the conditions, which by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those each of such conditions), 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 takes place is hereinafter referred to as the “Closing Date.” At Subject to the Closingprovisions of this Agreement, the Company shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DGCL shall be duly executed by the Company and concurrently with the Office of Closing shall be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions of the DGCL (the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or at such later time as is specified in the Certificate of Merger may be designated jointly by Parent and as is agreed to by the Company and Parent, specified in such certificate of merger (the time as of which the Merger becomes effective being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) shall will take place (i) at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ropes & Gray LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇, ▇ or by electronic exchange of deliverables as soon as practicablepracticable following the consummation of the Offer, but in no event later than the third first Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch conditions at the Closing), or (ii) 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 agree (such date, the “Closing Date.” ”). At the Closing, the Company shall parties hereto will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by ▇▇▇▇▇▇▇▇▇ and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) shall will take place at the offices of Husch ▇▇▇G▇▇▇▇▇▇ Procter LLP, 1▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as soon as practicablepracticable following consummation of the Offer, but in no event later than the third first (1st) Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch 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 agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by P▇▇▇▇▇▇▇▇ and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject (a) Unless this Agreement shall have been terminated pursuant to Section 9, and unless otherwise mutually agreed in writing between the provisions of Article VIICompany, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇ LLP, 10▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, at 8:00 a.m., Eastern Time, as soon as practicable, practicable following (but in any event on the same date as) the Offer Acceptance Time except if the condition set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no event later than the third first Business Day after on which the satisfaction or waiver of the conditions condition set forth in Article VII (other than those conditions that by their nature are to be Section 8.1 is satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place or on such other date as Parent and the Company may mutually agreewaived. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” At ” (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant applicable provisions of the DGCL (DGCL, including Section 251(h) thereof. The Merger shall become effective upon the date and time of the filing of the Certificate such certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate certificate of Merger merger (such date and as is agreed to by the Company and Parenttime, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the The closing of for the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, as soon as practicable, but reasonably practicable (and in no event later than the third three (3) Business Day Days) after the satisfaction or waiver of each of the conditions set forth in Article VII SECTION 9 below (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), conditions at such time) or at such other place or on such other date time as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as shall otherwise agree (the “Closing Date.” At ”). In connection with the Closing, the Company parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, as contemplated by the DGCL, and in such the form as required by, and executed in accordance with, with the relevant provisions of the DGCL and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall be effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or and (b) such later other date and time as is may be specified in the Certificate of Merger and as is agreed to by the Company and Parent, (such later date being hereinafter referred to as the “Effective Time”) and ). Except as determined otherwise by Parent or Merger Sub, the Closing shall make all other filings required under take place at 7:00 a.m., Pacific Time, on the DGCL in connection with Closing Date at the Mergeroffices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Closing; Effective Time. Subject to the provisions of Article VII, the (a) The closing of the Merger (the “"Closing”") shall will take place (i) at the offices of Husch 10:00 a.m. (local time) at Ropes & Gray, One International Place, Boston, Massachusetts as soon as pra▇▇▇▇ab▇▇, ▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ (▇▇▇▇, ) ▇▇▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day ▇ days after the satisfaction day on which the last to be fulfilled or waiver waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken fulfilled at the Closing, but subject to the satisfaction fulfillment or waiver of those such conditions), ) are fulfilled or waived in accordance with this Agreement or (ii) at such other place and time or on such other date as Parent Buyer and the Company may mutually agree. The date on which agree in writing (the Closing actually occurs is hereinafter referred to as the “"Closing Date").” (b) At the Closing, the Company shall and Buyer will cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed and filed with the Office of the Secretary of State of the State of Delaware, Delaware as provided in such form as required by, and executed in accordance with, the relevant provisions Section 251 of the DGCL and make all other filings or recordings required by applicable statute, law (including common law), legislation, interpretation, ordinance, rule or regulation, domestic or foreign (collectively, the date and "Law") in connection with the Merger. The Merger will become effective at such time of the filing of as the Certificate of Merger is duly filed with the Office of the Secretary of State of the State of Delaware, Delaware or at such later time as is specified in the Certificate of Merger and as is agreed to by (the Company and Parent, being hereinafter referred to as the “"Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger").

Closing; Effective Time. Subject to the provisions of Article VII, the closing (a) The consummation of the Merger (the “Closing”) shall take place electronically via email and/or facsimile at 10:00 a.m. Eastern Time on a date to be designated by Parent (the “Closing Date”), which shall be no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 (other than those conditions that by their nature are to be satisfied at the Closing), but subject to the satisfaction or waiver of such conditions, provided that if the Parties mutually agree to a physical closing then the Closing shall occur at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), ▇ 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 DateParties may agree to in writing.” At (b) Concurrently with or as soon as practicable following the Closing, the Company Parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareTexas, in such form as required by, by and executed in accordance with, with the relevant provisions of the DGCL (TBOC. The Merger shall become effective upon the date and time of the acceptance of the filing of the Certificate such certificate of Merger with the Office of merger by the Secretary of State of the State of Delaware, Texas or at such later time (or subsequent date and time) as is specified in the Certificate of Merger Parent and as is agreed to by the Company shall agree and Parent, specify in such certificate of merger (the effective time of the Merger being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Chicago, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇Illinois, as soon as practicable, but in no event later than the third Business Day business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), 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 Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parent, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) shall will take place at the offices of Husch Ropes & ▇▇▇▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as soon as practicablepromptly, but in no event later than the third second (2nd) Business Day Day, after the satisfaction or waiver of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch 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 Company shall parties hereto will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall will make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the provisions of Article VIICompany, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇H▇▇▇▇ ▇▇▇▇Lovells US LLP, 1▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or, if requested by either the Company or Parent, remotely by the electronic exchange of documents and signatures), as soon as practicable, but in no any event later than within two (2) business days, following the third Business Day after the satisfaction or waiver of Offer Acceptance Time, except if the conditions set forth in Article VII (other than those conditions that by their nature are to Section 7.1 shall not be satisfied by actions taken at the Closingor, but subject to the satisfaction or waiver extent permitted by Legal Requirements, waived as of those conditions)such date, or at such other place or in which case on such other date as Parent and the Company may mutually agreefirst business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permitted by Legal Requirements, waived. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate that certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate certificate of merger (the date and time at which the Merger and as is agreed to by the Company and Parent, becomes effective being hereinafter referred to herein as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") shall take place at the offices of Husch ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day second business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions), or at such other place or on at 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 Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “"Effective Time”") and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL, the closing of the Merger (the “Closing”) shall will take place at by the offices remote exchange of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, documents as soon as practicablepracticable following the Acceptance Time, but in no event later than the third second (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VII VI (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch 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 agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL, the closing of the Merger (the “Closing”) shall will take place at the offices of Husch ▇▇▇▇▇▇Ropes & Gray LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as soon as practicable, but in no event later than on the third second (2nd) Business Day after the satisfaction or or, to the extent permitted by Law, waiver of the conditions set forth in Article VII VI (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or or, to the extent permitted by Law, waiver of those conditionssuch 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 agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Merger Sub and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the Effective Time.

Closing; Effective Time. Subject (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the provisions of Article VIICompany, Parent and Purchaser, the closing consummation of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇& ▇▇▇▇ LLP, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as soon as practicable, practicable following (but in no any event later than on the third Business Day after same date as) the satisfaction or waiver of Offer Acceptance Time except if the conditions set forth in Article VII (other than those conditions that by their nature are to Section 7.1 shall not be satisfied by actions taken at the Closingor, but subject to the satisfaction extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or waiver of those conditions), or at such other place or on such other date as Parent and is agreed to in writing by the Company may mutually agreeand Parent. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause the Merger to be consummated by filing filed a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of DelawareDelaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of the Certificate that certificate of Merger merger with the Office of the Secretary of State of the State of Delaware, Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the Certificate certificate of Merger merger (such date and as is agreed to by the Company and Parenttime, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article ARTICLE VII, the closing of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇, as soon as practicable, but in no event later than the third second Business Day after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver (to the extent permitted by Law) of those conditionssuch 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 Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with the Office of by the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the The closing of the Merger (the “"Closing”") shall take place at the offices of Husch Morg▇▇, ▇▇▇▇▇ & ▇ockius LLP, 32nd ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ a time and date to be specified by the parties, as soon as practicable, but in which shall be no event later than the third Business Day second business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions)VII, or at such other place or and time and/or on such other date as Parent and the Company may mutually agree. The date on upon which the Closing actually occurs is hereinafter herein referred to as the “"Closing Date.” At " Simultaneously with, or as soon as practicable following, the Closing, the Company as the surviving corporation shall cause file the Agreement of Merger to be consummated by filing a together with an officers' certificate of merger (the “Certificate of Merger”) each constituent corporation with the Office of the Secretary of State of the State of Delaware, California as provided in such form as required by, and executed in accordance with, the relevant provisions Section 1103 of the DGCL (the date CGCL and time of the filing of concurrently therewith shall file the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, Delaware as provided in Section 252(c) of the DGCL. The Merger shall become effective at the later of such time as such documents are so filed or at such later time as is specified set forth in the Agreement of Merger and the Certificate of Merger and as Merger, if different, which time is agreed to by the Company and Parent, being hereinafter referred to as the “"Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger."

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall will take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP10:00 a.m., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇New York time, as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions), or at such other place or on such other date as Parent and the Company may mutually agreeoffices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At ”. Prior to the Closing, Parent shall prepare in consultation with the Company Company, and on the Closing Date the parties shall cause the Merger to be consummated by filing filing, a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”) and the parties hereto shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VIIARTICLE 7, the closing of the Merger (the “Closing”“) shall take place at the offices of Husch T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇, as soon as practicable, but in no event later than the third second Business Day after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in Article VII ARTICLE 7 (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver (to the extent permitted by Law) of those conditionssuch 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 Company parties hereto shall cause the Merger to be consummated by filing a an agreement of merger or certificate of merger ownership (the “Certificate of Merger”“) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the acceptance of the filing of the Certificate of Merger with the Office of by the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”“) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Husch S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day second business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or waiver of those conditionssuch 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 Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later date and/or time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).

Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") shall take place in New York City at the offices of Husch Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, as ▇ soon as practicable, but in no event later than the third Business Day first business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions)VII, or at such other place or on at 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 Company parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or a certificate of ownership and merger (the “"Certificate of Merger”") with the Office of the Secretary of State of the State of Delaware, in such form as required by, by and executed in accordance with, with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parentparties hereto, being hereinafter referred to as the “"Effective Time”") and shall make all other filings or recordings required under the DGCL in connection with the Merger.. 11 5

Closing; Effective Time. Subject to the provisions of Article VIIthis Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “Closing”) shall will take place at the offices remotely by exchange of Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇documents and signatures (or their electronic counterparts), as soon as practicablepracticable following consummation of the Offer, but in no event later than the third first (1st) Business Day Day, after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article ARTICLE VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied by actions taken at until the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditionssuch 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 agree (such date, the “Closing Date.” ”). At the Closing, the Company parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Purchaser and the Company and ParentCompany, being hereinafter referred to as the “Effective Time”) and shall make all other filings filings, recordings or publications required under the DGCL in connection with the Merger.

Closing; Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of Article VIISection 8.01 hereof, the closing of the Merger (the “Closing”) shall will take place no later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing), at the offices of Husch ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place or on such other date as agreed to in writing by Parent and the Company may mutually agreeCompany; provided, that the Closing shall occur no earlier than September 12, 2018. The date on upon which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” At Concurrently with the Closing, the Company Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of acceptance by the Secretary of State of the State of DelawareDelaware of such filing, or such later or, if another date and time as is specified in the Certificate of Merger such filing, such specified date and as is agreed to by the Company and Parenttime, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger).