Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other time and place as HCM and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and specified in the Plan of Merger (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject Subject to the conditions provisions of this AgreementArticle VII, the closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., New York City time, on the fifth Business Day after the satisfaction or, to the extent permitted by remote exchange Law, waiver of documents or the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), at the offices of King Stroock & Spalding Stroock & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York unless another time, date or place is agreed to in writing by the parties; provided, however, in the event that the Company delivers a Walk-Away Notice pursuant to Section 8.1(d)(iii) on and Parent elects to deliver a Top-Up Notice, subject to the date which is two (2) Business Days after satisfaction or, to the first date on which all extent permitted by Law, waiver of the conditions set forth in Article IX VII, the “Closing Date” shall have been satisfied be the third Business Day following delivery of such Top-Up Notice, unless another time, date or waived (other than those conditions that place is agreed to in writing by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other time and place as HCM and the Company may mutually agree in writingparties. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) . Subject to the satisfaction or waiver of all of the conditions set forth in Article IX provisions of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause Date the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing Company shall file with the Cayman Islands Registrar Secretary of Companies State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “RegistrarCertificate of Merger”) in accordance with the applicable provisions of the Cayman Companies Act). The Merger shall become effective at upon the time when filing of the Plan Certificate of Merger is registered by the Registrar, or at such later time as may be permitted is agreed to by the Cayman Companies Act and agreed by HCM and the Company in writing parties hereto and specified in the Plan Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). The parties shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange electronic delivery of documents or at the offices and release of King & Spalding LLPsignatures (by PDF (portable document format) and/or electronic mail), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇all of which will be deemed to be originals, at 10:00 a.m. (New York time) a time to be agreed by the Company and the Acquiror on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in each of the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Domestication.

Closing; Effective Time. (a) In accordance with the terms and subject Subject to the conditions provisions of this AgreementARTICLE VIII, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Spalding ▇▇▇▇, LLP, ▇located at ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, at 10:00 a.m. (New York time) on Eastern Time, as soon as practicable, but in no event later than the date which is two (2) second Business Days Day, after the first date on which all satisfaction or waiver of the conditions set forth in Article IX shall have been satisfied or waived ARTICLE VIII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied at until the Closing, but subject to the satisfaction or waiver thereofof such conditions at the Closing), or at such other time and place or on such other date as HCM Parent and the Company may mutually agree in writingagree. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) Subject to ” At the satisfaction or waiver of all of Closing, the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, parties hereto shall cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for consummated by filing with the Cayman Islands Registrar a certificate of Companies merger (the “RegistrarCertificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with with, the applicable relevant provisions of the Cayman Companies Act. The Merger shall become effective at DGCL (the date and time when of the Plan filing of the Certificate of Merger is registered by with the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and is specified in the Plan Certificate of Merger (and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, M▇▇▇▇▇▇ & Spalding F▇▇▇ LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ , ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 7:00 a.m. (New York local time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after (i) the completion of the Domestication and (ii) consummation of the Company Warrant Settlement and Company Preferred Conversion.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place by remote exchange of documents or at the offices of King & Spalding LLPSkadden, Arps, Slate, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, & ▇▇▇▇ ▇▇▇▇▇LLP, ▇▇▇ ▇▇▇▇One Manhattan West, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇New York, New York 10001, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM ▇▇▇▇▇▇▇▇ and the Company in writing and specified in each of the Plan of Merger Certificate (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King ▇▇▇▇▇▇ & Spalding ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in each of the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place electronically by remote the mutual exchange of documents or at the offices of King & Spalding LLPelectronic signatures (including portable document format (.PDF)) as promptly as practicable, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on but in no event later than the date which that is two (2) three Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing on the Closing Date with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in each of the Plan of Merger Certificate (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Spalding ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ , ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 7:00 a.m. (New York local time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur (i) after the completion of the Domestication and the Company Preferred Conversion and (ii) before the consummation of the Company Add-On Acquisitions.

Closing; Effective Time. (a) In Unless this Agreement is earlier terminated in accordance with the terms and subject to the conditions of this AgreementArticle XII, the closing of the Acquisition Merger (the “Closing”) shall take place by remote exchange of documents or concurrently with the Reincorporation Merger at the offices of King Loeb & Spalding Loeb LLP, 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. ▇ a date no later than fifteen (New York time) on the date which is two (215) Business Days after the first date on which all satisfaction or, if permissible, waiver of the last of the conditions set forth in Article IX shall have been satisfied or waived X (other than those any such conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or or, if permissible, waiver thereofof such conditions at Closing), or at such other place and time and place as HCM the Company and the Company Purchaser Parties may mutually agree upon. The parties may participate in writingthe Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. . At the Closing, the parties hereto shall execute a plan of merger (bthe “Plan of Merger”) Subject in form and substance acceptable to the satisfaction or waiver of all of Merger Sub and the conditions set forth in Article IX of this Agreement, Company and provided this Agreement has not theretofore been terminated pursuant the parties hereto shall cause the Acquisition Merger to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause be consummated by filing the Plan of Merger to be executed (and for other documents required by Cayman Companies Act) with the Merger Filing Documents to be duly submitted for filing with Registrar of Companies in the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable relevant provisions of the Cayman Companies Act. The Acquisition Merger shall become effective at the time when the Plan of Merger it is registered by the Registrar, Registrar of Companies (or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and specified in the Plan of Merger Merger, being not more than the 90th day after the date of such registration) in accordance with the Cayman Companies Act (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLPSkadden, ▇▇▇▇ Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ ▇LLP, O▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of (i) Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Domestication.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place by remote exchange of documents or at the offices of King & Spalding LLPCadwalader, W▇▇▇▇ ▇▇▇▇▇▇ & T▇▇▇ ▇LLP, 2▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, Acquiror, Merger Sub, and the Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Domestication, the Preferred Stock Conversion and the Employee Transactions.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLPSkadden, ▇▇▇▇ Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ ▇LLP, O▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in each of the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, M▇▇▇▇▇▇ & Spalding F▇▇▇ LLP, ▇F▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX Section 9.1 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree agree; provided, that the Closing shall not occur prior to the date that is one (1) Business Day following the end of the Marketing Period (as defined in writingthe Debt Commitment Letter). The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) . Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan Certificate of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (the “Registrar”) in accordance with the applicable provisions State of the Cayman Companies ActState of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Plan Certificate of Merger is registered has been accepted for filing by the Registrar, Secretary of State of the State of Delaware or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange electronic delivery of documents or at the offices and release of King & Spalding LLPsignatures (by PDF (portable document format) and/or electronic mail), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇all of which will be deemed to be originals, at 10:00 a.m. (New York time) a time to be agreed by the Company and Acquiror on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan of Merger is has been registered by the Cayman Registrar, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of the Obagi China Distribution and the Domestication.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing The consummation of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLPDLA Piper LLP (US), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent (New York time) on the date “Closing Date”), which is two (2) Business Days shall be no later than the first business day after the first date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article IX shall have been satisfied or waived Section 7 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereofof such conditions), or at such other place, date and time and place as HCM and the Company and Parent may mutually agree in writing. The date on which ; provided, however, that if, as of or immediately following the Acceptance Date, the expiration of any “subsequent offering period” pursuant to Section 1.1(c) or the purchase of the Top-Up Option Shares, a Short-Form Merger is available pursuant to Section 6.3(b) and Section 253 of the DGCL, the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject shall, subject to the satisfaction or waiver of all of the conditions set forth in Article IX Section 7, occur no later than the first business day immediately following the Acceptance Date, the expiration of such “subsequent offering period” or the purchase of the Top-Up Option Shares, as applicable. Subject to the provisions of this Agreement, a certificate of merger or a certificate of ownership and provided this Agreement has not theretofore been terminated pursuant to its termsmerger, HCM and New CayCo shallas applicable, satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company or Purchaser, as applicable, and, simultaneously with or as soon as practicable on following the Closing DateClosing, cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing filed with the Cayman Islands Registrar Secretary of Companies (the “Registrar”) in accordance with the applicable provisions State of the Cayman Companies Act. The Merger shall become effective at the time when the Plan State of Merger is registered by the Registrar, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and specified in the Plan of Merger Delaware (the “Effective Time”).the

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at 9:00 p.m. (Hong Kong time) at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, at 10:00 a.m. (New York time) 43/F Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on the date which is two third (23rd) Business Days Day after the first date on which all satisfaction or written waiver (where permissible) of the conditions set forth in Article IX shall have been satisfied or waived ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver thereof(where permissible) of those conditions at the Closing), unless another date, time or such other time and place as HCM and is agreed to in writing by the Company may mutually agree in writing. The date and Parent (the day on which the Closing actually occurs is referred to in this Agreement as takes place being the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on ). On the Closing Date, cause Merger Sub and the Company shall execute a plan of merger, substantially in the form set out in Annex A (the “Plan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to be executed and for effect the Merger Filing Documents to be duly submitted for filing with the Registrar of Companies of the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions as provided by Section 233 of the Cayman Companies ActCICL. The Merger shall become effective at on the time date when the Plan of Merger is registered by the Registrar, or at such later other date and time as may be permitted by the Cayman Companies Act and agreed by HCM Parent, Merger Sub and the Company in writing and specified in the Plan of Merger in accordance with the CICL (the “Effective Time”).

Closing; Effective Time. (a) In accordance with Unless this Agreement shall have been terminated and the terms transactions herein contemplated shall have been abandoned pursuant to Section 8.01, and subject to the satisfaction or waiver (where applicable) of the conditions of this Agreementset forth in Article VII, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or (a) at the offices of King & Spalding LLPBaker, Donelson, Bearman, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇▇▇, PC, Monarch Plaza, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York local time) , on such date as REIT II, SSTI and Purchaser shall mutually agree following the date which is two (2) Business Days after satisfaction or waiver of the first date on which all conditions set forth in Article IX shall have been satisfied or waived VII (other than those conditions that that, by their terms nature, are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver thereofof those conditions), or if the parties do not so agree, on the third Business Day following satisfaction of such conditions or (b) at such other place, date or time and place as HCM and may be mutually agreed in writing by the Company may mutually agree in writingparties. The date on which of the Closing actually occurs is referred to in this Agreement herein as the “Closing Date”. (b) Subject to ” At the satisfaction or waiver of all of Closing, the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, parties hereto shall cause the Plan Articles of Merger to be executed filed with, delivered in the manner required by the MGCL to, and accepted for record by, the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Maryland State Department of Companies Assessments and Taxation (the “RegistrarDepartment”) in accordance and shall make all other filings and recordings required under the MGCL. The “Effective Time” shall be the later of (a) the date and time of the acceptance for record of the Articles of Merger with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar, Department or at (b) such later time as may be permitted by the Cayman Companies Act and agreed by HCM and each of the Company in writing parties hereto and specified in the Plan Articles of Merger (the “Effective Time”)Merger.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger Transactions (the “Closing”) shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Spalding ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York timePacific Time) on the date which that is two (2) Business Days after the first date on which all conditions set forth in Article IX XI shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permitted hereunder, waiver thereof), of those conditions) or such other time and place as HCM Acquiror, the Panavision Holder Representative and the Company SIM Holder Representative may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject Upon the terms and subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this AgreementXI, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, Acquiror, Panavision Acquisition Sub and Panavision shall cause the Plan Certificate of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (the “Registrar”) in accordance with the applicable provisions State of the Cayman Companies ActState of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Plan Certificate of Merger is registered has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company Panavision in writing and specified in the Plan Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote electronically through the exchange of documents via e-mail or at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) facsimile on the date which is two three (23) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) ” Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, Acquiror, Merger Sub and the Company shall cause the Plan Company and Merger Sub to execute and file with the Registrar of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with Companies of the Cayman Islands Registrar a plan of merger and related documentation, as required under the Companies Act, substantially in the form attached hereto as Exhibit D (with such changes as may be agreed by the Company and Acquiror) (the “RegistrarPlan of Merger”) in accordance with the applicable provisions of the Cayman Companies Act). The Merger shall become be effective at the such time when the Plan of Merger is registered by the Registrar, or at such later time and date as may be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and specified in the Plan of Merger (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding DLA Piper US LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on a date to be designated by Parent (New York time) on the date “Closing Date”), which is two (2) Business Days shall be no later than the fifth business day after the first date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article IX shall have been satisfied or waived Section 6 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereofof such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and articles of merger satisfying the applicable requirements of the NRS (the “Certificates of Merger”) shall be duly executed by the Company and Merger Sub and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the States of Delaware and Nevada (the “Secretaries of State”). The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificates of Merger with the Secretaries of State, or (b) such other later date and time and place as HCM and may be specified in the Company may mutually agree in writingCertificates of Merger with the Consent of Parent. The date on which and time the Closing actually occurs Merger becomes effective is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and specified in the Plan of Merger (the “Effective Time.”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Spalding ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ , ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 7:00 a.m. (New York local time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than the Distribution and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, parties shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place electronically by remote the mutual exchange of documents or at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, electronic signatures (including portable document format (.PDF)) at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or or, to the extent legally permissible, waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent legally permissible, waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or or, to the extent legally permissible, waiver of all of the conditions set forth in Article IX of this AgreementIX, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject Unless this Agreement is earlier terminated pursuant to the conditions of this AgreementArticle VIII hereof, the closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York a.m., local time) , on December 11, 2013, or, if each of the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall VI hereof have not been satisfied or waived on such date (other than those conditions that by their terms nature are to be satisfied at the Closing), on the third (3rd) Business Day following the satisfaction or waiver of each of the conditions set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereofof such conditions at such time), or at such other time and place as HCM Parent and the Company may mutually shall agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) ” Subject to the satisfaction or waiver of all of the conditions set forth in Article IX provisions of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, concurrently with or as soon as practicable on following the Closing DateClosing, cause the Plan parties shall file a certificate of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies merger (the “RegistrarCertificate of Merger”) executed in accordance with the applicable provisions of the Cayman Companies ActDGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the time when the Plan Certificate of Merger is registered by duly filed with the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted mutually agreed in writing by the Cayman Companies Act and agreed by HCM Parent and the Company in writing and specified in the Plan Certificate of Merger (the time the Merger becomes effective being referred to in this Agreement as the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote conference call and by exchange of documents signature pages by email or other electronic transmission or at the offices of King & Spalding LLPSkadden, Arps, Slate, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, & ▇▇▇▇ ▇▇▇▇▇LLP, ▇▇▇ ▇▇▇▇One Manhattan West, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇New York, New York 10001, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Wyoming in accordance with the applicable provisions of the Cayman Companies ActWBCA. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Wyoming, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. (a) In accordance with Unless this Agreement is earlier terminated pursuant to the terms provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article VI, Article VII and Article VIII of this Agreement, the closing consummation of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, at 10:00 a.m. as promptly as practicable (New York time) on but in no event later than the date which is two (2) second Business Days after Day following the first date on which all satisfaction or waiver of the last of the conditions set forth in Article IX shall have been VI, Article VII and Article VIII to be satisfied or waived (waived, other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereofof each of such conditions), or at such other time time, date and place as HCM Parent and the Company may mutually agree in writing, provided that if all the conditions set forth in Article VI, Article VII and Article VIII shall not have been satisfied or waived on such date, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date”. (b) Subject ” At the Closing, the Parties shall cause the Merger to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause be consummated by filing the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing (together with the documentation set forth on Part 1.3 of the Company Disclosure Schedule, the “Cayman Islands Merger Documents”) with, and obtaining approval from, the Cayman Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies ActLaw. The Merger shall become effective at the time when of the registration of such Plan of Merger is registered by the Registrar, Cayman Registrar of Companies or at such later time as may be permitted by the Cayman Companies Act and specified in such Plan of Merger as mutually agreed by HCM between Parent and the Company in writing and specified in (the Plan time as of which the Merger (becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLPSkadden, Arps, Slate, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in each of the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. (a) In Unless this Agreement is earlier terminated in accordance with the terms and subject to the conditions of this AgreementArticle XI, the closing of the Acquisition Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLP, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ ▇▇ ▇LLP, 4▇▇ ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the a date which is two no later than three (23) Business Days after the first date on which satisfaction or (if permissible) waiver of all the conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or or, if permissible, waiver thereofof those conditions), or at such other place and time and place as HCM and the Company and Parent may mutually agree upon in writing. The parties may participate in the Closing via electronic means by the mutual exchange of electronic signatures (including portable document format (.PDF) and Verisign). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”. (b) . Subject to the satisfaction or waiver of all of the conditions set forth in Article IX provisions of this Agreement, at the Closing, the Company and provided this Agreement has not theretofore been terminated pursuant Merger Sub shall execute a plan of merger (the “Plan of Merger”) substantially in the form set out in Exhibit B attached hereto and the parties hereto shall cause the Acquisition Merger to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause be consummated by filing the Plan of Merger to be executed (and for other documents required by Cayman Companies Act) with the Merger Filing Documents to be duly submitted for filing with Registrar of Companies of the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable relevant provisions of the Cayman Companies Act. The Merger shall become effective at Act (the time when the Plan of Merger is registered by the Registrarsuch filings, or at such later time as may be permitted agreed in writing by the Cayman Companies Act Company and agreed by HCM and the Company in writing Parent and specified in the Plan of Merger (Merger, being the “Effective Time”).

Closing; Effective Time. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at 10:00 a.m. New York time at the offices of King & Spalding Gesmer ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which that is no more than two (2) Business Days after following the first date on which all the last of the conditions set forth in Article IX shall Section 10 have been Table of Contents satisfied or waived in accordance with this Agreement (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, or are expected to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time and date or at such other place as HCM and the Company parties may mutually agree in writing. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the terms and conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on at the Closing Dateand in order to effect the Merger, the parties shall file, or cause the Plan of Merger to be filed, with the Secretary of State of the State of Delaware a certificate of merger that has been duly executed and for acknowledged in accordance with, and in such form as required by, the Merger Filing Documents to be duly submitted for filing with relevant provisions of the Cayman Islands Registrar of Companies DGCL (the “RegistrarCertificate of Merger”) in accordance with the applicable provisions of the Cayman Companies Act). The Merger shall become effective at the time when of the Plan filing of the Certificate of Merger is registered by with the Registrar, Secretary of State of the State of Delaware or at such later other time as may be permitted mutually determined by the Cayman Companies Act parties and agreed by HCM and the Company in writing and specified set forth in the Plan Certificate of Merger (the time as of which the Merger becomes effective being referred herein to as the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Spalding ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ , ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 7:00 a.m. (New York local time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after (i) the completion of the Domestication and (ii) consummation of the Company Security Conversion.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange electronic delivery of documents or at the offices and release of King & Spalding LLPsignatures (by PDF (portable document format) and/or electronic mail), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇all of which will be deemed to be originals, at 10:00 a.m. (New York time) a time to be agreed by the Company and the Acquiror on the date which is two three (23) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub, and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan Certificate of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan Certificate of Merger is registered has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan Certificate of Merger (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall not occur prior to the completion of Pre-Closing Restructuring and the Domestication.

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLPSkadden, Arps, Slate, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

Closing; Effective Time. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ , ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York Eastern time) on the date which that is the later to occur of (i) October 31, 2018 and (ii) the date that is two (2) Business Days after the first date on which all conditions set forth in Article IX Section 9.1 shall have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereofof such conditions), or such other time and place as HCM Buyer and the Company may mutually agree in writingagree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) . Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this AgreementIX, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Buyer, Merger Sub and New CayCo shall, as soon as practicable on the Closing Date, Company shall cause the Plan Certificate of Merger to be Merger, duly executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable relevant provisions of the Cayman Companies ActDGCL, to be acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Plan Certificate of Merger is registered by has been duly filed with the Registrar, Secretary of State of the State of Delaware or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Buyer and the Company in writing and specified in the Plan Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Spalding ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is as soon as reasonably practicable, but in no event later than two (2) Business Days after satisfaction or, to the first date on which extent permitted by Applicable Law, waiver of all conditions to the obligations of the parties set forth in Article IX shall have been satisfied or waived 5 (Conditions to Closing) (other than those such conditions that as may, by their terms are to terms, only be satisfied at the Closing, but subject to Closing or on the satisfaction or waiver thereofClosing Date), or at such other time and place or on such other date as HCM and the Company parties may mutually agree in writing. The date day on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as As soon as practicable on the Closing Date, the parties shall cause a plan of merger substantially in the form attached hereto as Exhibit A (the “Plan of Merger”), signed by a duly authorized director of each of the Company and Merger Sub, and each certificate, declaration and undertaking required under Section 233 of the CICL to be filed with the Cayman Islands Registrar of Companies. The Merger shall become effective upon the filing of the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar, or at such later other time as may the parties shall agree and as shall be permitted by the Cayman Companies Act and agreed by HCM and the Company in writing and specified in the Plan of Merger. The date and time when the Merger (shall become effective is herein referred to as the “Effective Time.”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place by remote exchange of documents or at the offices of King & Spalding LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ at 10:00 a.m. local time on a date to be designated by the Parties (New York time) on the date which is two (2) “Closing Date”), but no later than the fifth Business Days Day after the first date on which all satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article IX shall have been satisfied or waived Articles 5 and 6 (other than those conditions that by their terms are to nature cannot be satisfied at prior to the Closing, but subject to the satisfaction or waiver thereofof those conditions at the Closing), or such other time and place as HCM and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX provisions of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as reasonably practicable on the Closing Date, cause Date the Plan Parties shall file a certificate of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing merger with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) in accordance with State of Delaware pursuant to the applicable provisions of the Cayman Companies ActDGCL (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger, in each case in forms approved by Parent and Company, which approvals shall not be unreasonably withheld. The Merger shall become effective at upon the time when filing of the Plan Certificate of Merger is registered by the Registrar, or at such later time as may be permitted is agreed by the Cayman Companies Act and agreed by HCM and the Company in writing Parties hereto and specified in the Plan Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place by remote exchange of documents or at the offices of King Skadden, Arps, Slate, M▇▇▇▇▇▇ & Spalding F▇▇▇ LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ , ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 7:00 a.m. (New York local time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than the Distribution and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, parties shall cause the Plan of Merger Certificate to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been accepted for filing by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM A▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”).

Closing; Effective Time. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King Debevoise & Spalding ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two three (23) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), ) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable on the Closing Date, cause the Plan of Merger to be executed and for Company shall file the Merger Filing Documents to be duly submitted for filing Certificate with the Cayman Islands Registrar Secretary of Companies (State of the “Registrar”) State of Delaware in accordance with the applicable provisions of the Cayman Companies ActDGCL. The Merger shall become effective at the time when the Plan of Merger is registered Certificate has been duly filed with and accepted by the RegistrarSecretary of State of the State of Delaware, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan of Merger Certificate (the “Effective Time”).

Closing; Effective Time. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King ▇▇▇▇▇▇ & Spalding ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the date which is two three (23) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), of such conditions) or such other time and place as HCM Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) ” Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM Acquiror, Merger Sub and New CayCo shallthe Company shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as soon as practicable provided in Section 251 of the DGCL on the Closing Date, cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan Certificate of Merger is registered by ▇▇▇▇▇▇ has been duly filed with the Registrar, Secretary of State of the State of Delaware or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan Certificate of Merger (the “Effective Time”).

Closing; Effective Time. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place by remote exchange of documents or at the offices of King ▇▇▇▇▇▇▇▇▇ & Spalding ▇▇▇▇▇▇▇ LLP, ▇The New York Times Building, ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ or by electronic exchange of fully-executed agreements, commencing at 10:00 a.m. (a.m., New York City time) , on the date which is two not later than three (23) Business Days after the first date on which all conditions set forth in Article IX 7 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), of such conditions) or such other date, time and place as HCM Acquiror and the Company may mutually agree in writingagree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) . Subject to the satisfaction or waiver of all of the conditions set forth in Article IX 7, the Acquiror Parties and the Company shall cause the Certificate of this AgreementMerger to be executed, acknowledged and provided this Agreement has not theretofore been terminated pursuant to its terms, HCM and New CayCo shall, as soon as practicable filed with the Secretary of State of the State of Delaware in accordance with the DLLCA on the Closing Date, cause the Plan of Merger to be executed and for the Merger Filing Documents to be duly submitted for filing with the Cayman Islands Registrar of Companies (the “Registrar”) in accordance with the applicable provisions of the Cayman Companies Act. The Merger shall become effective at the time when the Plan Certificate of Merger is registered by ▇▇▇▇▇▇ has been duly filed with the Registrar, Secretary of State of the State of Delaware or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM Acquiror and the Company in writing and specified in the Plan Certificate of Merger (the “Effective Time”).