Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation Provided that the conditions set forth in Article 5 have been satisfied (or waived by the appropriate party), the closing of the transactions contemplated by this Agreement Partnership Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue place of the Americasclosing of the Merger set forth in Section 1.2(a) of the Merger Agreement, New Yorkon the Closing Date immediately prior to the closing of the Merger, New York or at such other place, at such other time or on such other date as the parties hereto may mutually agree. At the Closing, the parties hereto shall cause a date certificate of merger (the "Certificate of Merger") to be designated by Parent executed and filed with the Company Secretary of State of the State of Delaware in accordance with the DRULPA. The Partnership Merger shall become effective as of the date and time of such filing, or such other time within 24 hours after such filing as the parties hereto shall agree to be set forth in the Certificate of Merger (the “Closing Date”"Effective Time"), which which, in either case, shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and immediately prior to the extent permitted by Laweffective time of the Merger. If the closing date of the Merger has been extended as contemplated under Section 1.2(b) of the Merger Agreement, then for purposes of the conditions set forth in Sections 7.1 Section 5.3 hereof, all references in the lettered subsections thereof to the term "Closing Date" shall be deemed to mean the Satisfaction Date, and 7.2 (the certificates and other than those documents to be delivered by the parties pursuant to Section 5.3 hereof shall be delivered on and as of the Satisfaction Date. The parties hereto agree that none of the conditions that by their nature are set forth in Section 5.3 shall be required to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or any time after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Satisfaction Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York7:00 a.m., New York City time, on a date to be designated specified by Parent and the Company (the “Closing Date”)parties, which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law) waiver of such conditions at the Closing), at the Closing (offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date or after place is agreed to in writing by the parties hereto. The date on which the Closing with respect occurs is referred to herein as the “Closing Date.” (b) Subject to the Merger Certificate). At terms and conditions of this Agreement, as soon as practicable on or immediately prior to the Closing Date, each of Foamix and Menlo Merger Sub shall (and the Company Menlo shall eachcause Menlo Merger Sub to), in coordination with each other, deliver to inform the Registrar of Companies of the State of Israel (the “Israeli Registrar a notice (each, a “Merger Noticeof Companies”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law and this Agreement have been met and requesting that (together with any other documentation required to be submitted to the Israeli Registrar of Companies, whether under this Agreement or the Merger Proposal, by the Israeli Companies Registrar or otherwise) and setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Israeli Registrar of Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties that the Merger shall be declared effective and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date or the immediately following Business Day.

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, 1290 Avenue of the Americas▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, New York▇▇▇ ▇▇▇▇, New York on a date to be designated by Parent and the Company ▇▇, ▇▇▇▇▇, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Innovate and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Innovate shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts) or, if agreed in writing by DISH and EchoStar, at the offices of DISH, 9▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇ or such other place agreed to in writing by DISH and EchoStar, 1290 Avenue of at 9:00 a.m. (Mountain Time) on the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third second Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and waiver of all conditions to the extent permitted by Law, of the conditions Merger set forth in Sections 7.1 5.1, 5.2 and 7.2 (5.3, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditionsconditions at the Closing, unless another time or waiver thereof date is agreed to in writing by DISH and EchoStar. The date on which the party who Closing actually takes place is entitled referred to waive such conditions and as the “Closing Date.” Subject to the extent permitted by Lawprovisions of this Agreement, at the Closing (or after Closing, the Closing parties shall cause articles of merger with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateArticles of Merger”)) to be duly executed and filed with the Nevada Secretary of State as provided in NRS 92A.200 and NRS 92A.230 and make all other filings or recordings required by the NRS in connection with effecting the Merger. The Merger shall become effective upon on the issuance date and time when the Articles of Merger have been duly filed with and accepted by the Companies Registrar, Nevada Secretary of State or at or after such later time as may be mutually agreed to by DISH and E▇▇▇▇▇▇▇ and specified in the Closing, Articles of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein being referred to in this Agreement as the “Effective Time”).

Closing; Effective Time. The consummation Upon the terms and subject to the conditions set forth herein, unless this Agreement has been previously terminated pursuant to its terms, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at on the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York on a date and time to be designated jointly by Parent Purchaser and the Company (the “Closing Date”)Company, which shall be (a) no later than the third three (3) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, date on which each of the conditions set forth in Sections 7.1 and 7.2 Article IX has been satisfied or, if permitted, waived by the Party entitled to the benefits of such condition (other than those any conditions that by their nature are to can only be satisfied at on the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing)Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to the benefits of such conditions), or waiver thereof by the party who is entitled to waive (b) at such conditions and to the extent permitted by Lawother date, at the Closing (time or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Purchaser and the Company may agree (such date on which the Closing occurs, the “Closing Date”). The Closing shall eachoccur remotely by exchange of documents and signatures via email or other manner as may be mutually agreed upon by Purchaser and the Stockholder Representative. Concurrently with the Closing, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Company and Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue Sub shall file a certificate evidencing of merger satisfying the completion applicable requirements of the Merger in accordance DGCL with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware in the form attached as Exhibit E hereto (the “Merger CertificateCertificate of Merger”)) and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective upon at the issuance by Effective Time. As used herein, the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the term “Effective Time”” means the time of the filing of the Certificate of Merger (or such later time as Purchaser and the Company may agree and specify in the Certificate of Merger).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “"Closing”) shall "), the Equity Financing, the Debt Exchange and the DCPS/MBS Acquisition will take place substantially simultaneously (i) at 10:00 a.m. (local time) at the offices of Ropes & ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, 1290 Avenue of ▇▇▇ ▇▇▇▇ as soon as practicable, but in any event within three (3) business days after the Americas, New York, New York day on a date which the last to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction fulfilled or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waived of the conditions set forth in Sections 7.1 and 7.2 Article VII (other than those conditions that by their nature are to be satisfied fulfilled at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction fulfillment or waiver of such conditions, ) are fulfilled or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger waived in accordance with this Agreement or (ii) at such other place and time or on such other date as SurgiCare and IPS may agree in writing (the "Closing Date"). Subject to the provisions of Article VII, failure to consummate the Merger provided for in this Agreement on the date and time and at the place determined pursuant to this Section 323(51.02 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) At the Closing, IPS, SurgiCare and Merger Sub will cause a certificate of merger (the "Certificate of Merger") to be duly prepared, executed and filed with the Secretary of State of the Israeli Companies Law State of Delaware as provided in 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 ("Law") in connection with the “Merger Certificate”)Merger. The Merger shall will become effective upon at such time as the issuance by Certificate of Merger is duly filed with the Companies Registrar, at or after the Closing, Secretary of State of the State of Delaware or at such later time as is specified in the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall ), the Equity Financing, the Debt Exchange and the DCPS/MBS Acquisition will take place substantially simultaneously (i) at 10:00 a.m. (local time) at the offices of Ropes & G▇▇▇ LLP, 4▇ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, 1290 Avenue of ▇▇▇ ▇▇▇▇ as soon as practicable, but in any event within three (3) business days after the Americas, New York, New York day on a date which the last to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction fulfilled or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waived of the conditions set forth in Sections 7.1 and 7.2 Article VII (other than those conditions that by their nature are to be satisfied fulfilled at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction fulfillment or waiver of such conditions, ) are fulfilled or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger waived in accordance with Section 323(5this Agreement or (ii) of the Israeli Companies Law at such other place and time or on such other date as SurgiCare and IPS may agree in writing (the “Merger CertificateClosing Date”). The Subject to the provisions of Article VII, failure to consummate the Merger shall become effective upon provided for in this Agreement on the issuance by date and time and at the Companies Registrar, at or after place determined pursuant to this Section 1.02 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) At the Closing, IPS, SurgiCare and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed and filed with the Secretary of State of the Merger Certificate State of Delaware as provided in accordance with Section 323(5) 251 of the Israeli Companies Law 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 (“Law”) in connection with the Merger. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at which such later time as is specified in the Certificate of Merger becomes effective is herein referred to as (the “Effective Time”).

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated in accordance with Article XII, the closing of the transactions contemplated by this Agreement Acquisition Merger (the “Closing”) shall take place after the Reincorporation Merger at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, 1290 Avenue of the Americas, New York, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third five (5) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, (if permissible) waiver of all the conditions set forth in Sections 7.1 and 7.2 Article X (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or, if permissible, waiver of such those conditions), or waiver thereof at such other place and time as the Company and the Purchaser Parties may mutually agree upon in writing. The parties may participate in the Closing via electronic means by the party who mutual exchange of electronic signatures (including portable document format (.PDF) and Verisign). The date on which the Closing occurs is entitled hereinafter referred to waive such conditions and as the “Closing Date”. Subject to the extent permitted by Lawprovisions of this Agreement, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with cause the Acquisition Merger to be consummated by the directors and shareholders of each other, deliver to of the Companies Registrar Merger Sub and the Company approving a notice plan of merger (each, a the “Merger NoticeAcquisition Plan of Merger”) informing the Companies Registrar that all conditions in form and substance acceptable to the Merger under Sub and the Israeli Companies Law have been met Company and requesting that filing the Companies articles of merger (the “Acquisition Articles of Merger) (and other documents required by the BVI Act) with the Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law (the “Merger Certificate”)BVI Act. The Acquisition Merger shall become effective upon at the issuance time when it is registered by the Companies RegistrarRegistrar (or such later time as may be agreed in writing by the Company and Purchaser and specified in the Plan of Merger, at or being not more than the 30th day after the Closing, date of the Merger Certificate such registration) in accordance with Section 323(5) of the Israeli Companies Law BVI Act (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 7 and 7.2 8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section 7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation Unless this Agreement is earlier terminated in accordance with ARTICLE X, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ LLP▇▇▇▇ ▇▇▇▇▇, 1290 Avenue of the Americas▇▇▇ ▇▇▇▇, New York▇▇▇ ▇▇▇▇ ▇▇▇▇▇, New York on a date no later than three (3) Business Days after the satisfaction or waiver of all the conditions set forth in ARTICLE IX that are required to be designated by Parent satisfied prior to the Closing Date, or at such other place and time as the Company and the Company (Parent Parties may mutually agree upon. The parties may participate in the Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”), which . The Merger shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, consummated immediately upon filing of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties a certificate of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, merger between Merger Sub and the Company with the Secretary of the State of Delaware (the “Certificate of Merger) and filing of the articles of merger (which shall eachcontain the plan of merger), in coordination with each other, deliver the form and substance acceptable to the Companies Registrar a notice (eachParent Parties and the Company, a “together with other documents required by the DGCL with respect to Merger Notice”) informing Sub and the Merger, or the Companies Registrar that all conditions to Act and the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Laws of the Merger British Virgin Islands) with the Registrar in accordance with Section 323(5) the provisions of the Israeli Companies Law (Act and the “Merger Certificate”)Laws of the British Virgin Islands with respect to the Company. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, filing of the Certificate of Merger or at such later time as may be agreed by Parent Parties and the Company in writing and specified in the Certificate in accordance with Section 323(5) of the Israeli Companies Law Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at 10:00 p.m. (Hong Kong time) at the offices of ▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇▇▇▇ & Sutcliffe LLP, 1290 Avenue of the Americas43/F Gloucester Tower, New YorkThe Landmark, New York 15 Queen’s Road Central, Hong Kong on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), unless another date, time or waiver thereof place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At As early as practicable on the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance date when the Plan of Merger is registered by the Companies Registrar, at or such other date and time specified in the Plan of Merger being not later than the ninetieth (90th) day after the Closingdate of such registration, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law CICL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of H▇▇▇▇▇▇, F▇▇ & ▇▇▇N▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place electronically on a remote basis, at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP9:00 a.m., 1290 Avenue of the AmericasIsrael Time, New York, New York on a date to be designated specified by Parent and the Company (the “Closing Date”)and Otonomo, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and (to the extent permitted by Law, ) waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and (to the extent permitted by Law, ) waiver of such conditions at the Closing), unless another time, date or place is agreed to in writing by the Company and Otonomo. The date on which the Closing occurs is referred to herein as the “Closing Date.” (or b) Subject to the terms and conditions of this Agreement, as soon as practicable after the Closing with respect to determination of the Merger Certificate). At date on which the Closing Dateis to take place in accordance with Section 1.2(a), each of Otonomo and Merger Sub shall (and the Company shall eachcause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Israeli Registrar of Companies”) a notice (each, a “Merger Notice”i) informing the Israeli Registrar of Companies Registrar that all conditions to the Merger under the Israeli Companies Law and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar of Companies) and requesting that (ii) setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies Registrar shall be requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) after a notice that the Closing has occurred is delivered to the Israeli Registrar of Companies, which the parties shall deliver promptly following the Closing on the Closing Date. The Merger shall become effective upon the issuance by the Israeli Registrar of Companies Registrar, at or after the Closing, of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties hereto that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall occur, both on the Closing Date.

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 ‎7 and 7.2 ‎8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section ‎7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of K&L Gates LLP, ▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPStreet, 1290 Avenue Suite 3100, Chicago, Illinois, 60602 at 10:00 a.m. (New York City time), or at such other place, date and time as the parties hereto may agree in writing, as promptly as practicable following the consummation of the AmericasOffer, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof the “Closing Date”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL will be duly executed by the party who is entitled Company and Parent, Purchaser and the Company will cause such certificate to waive such conditions and be delivered to the extent permitted by Law, at Secretary of State of the State of Delaware for filing immediately following the Offer Acceptance Time and concurrently with the Closing. The Merger will become effective on the Closing (Date upon the filing of such certificate of merger with the Secretary of State of the State of Delaware or after such later time on the Closing with respect to Date as is agreed upon in writing by the Merger Certificate). At parties hereto and specified in the certificate of merger (such time on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”). From and after the Effective Time, the Surviving Corporation will possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Purchaser, all as provided in the DGCL.

Closing; Effective Time. The consummation Unless this Agreement is terminated pursuant to Article VII hereof, the closing of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York 10:00 a.m. Pacific Time on a date to be designated specified by Parent and the Company parties hereto (the “Closing Date”), which shall be no later than the third Business Day second (2nd) business day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt Closing), unless another time or date is agreed to by the parties hereto. The Closing shall take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the parties hereto shall mutually agree. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger substantially in the form of Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary”), in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed to in writing by the parties hereto and specified in the Certificate of Merger, being referred to herein as the “Effective Time”). If the Delaware Secretary requires any changes to the Certificate of Merger at as a condition to filing or after the Closing), but subject issuing a certificate to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to effect that the Merger Certificate). At the Closing Dateis effective, Parent, Merger Sub and the Company shall eachexecute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in coordination with each other, deliver to any material change in the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion terms of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)this Agreement.

Closing; Effective Time. The consummation Unless this Agreement is terminated pursuant to Article VII hereof, the closing of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, New York, New York 10:00 a.m. Pacific Time on a date to be designated specified by Parent and the Company parties hereto (the “Closing Date”), which shall be no later than the third Business Day second (2nd) business day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt Closing), unless another time or date is agreed to by the parties hereto. The Closing shall take place at the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the parties hereto shall mutually agree. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger substantially in the form of Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary”), in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed to in writing by the parties hereto and specified in the Certificate of Merger, being referred to herein as the “Effective Time”). If the Delaware Secretary requires any changes to the Certificate of Merger at as a condition to filing or after the Closing), but subject issuing a certificate to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to effect that the Merger Certificate). At the Closing Dateis effective, Parent, Merger Sub and the Company shall eachexecute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in coordination with each other, deliver any material change to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion terms of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)this Agreement.

Closing; Effective Time. The consummation Unless the Definitive Agreements are earlier terminated, the closing of the transactions contemplated by this Agreement Acquisition Merger (the “Closing”) shall take place after the Reincorporation Merger at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, 1290 Avenue of the Americas, New York, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third five (5) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, (if permissible) waiver of all the conditions set forth in Sections 7.1 and 7.2 Article X (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or, if permissible, waiver of such those conditions), or waiver thereof at such other place and time as the Company and the Purchaser Parties may mutually agree upon in writing. The parties may participate in the Closing via electronic means by the party who mutual exchange of electronic signatures (including portable document format (.PDF) and Verisign). The date on which the Closing occurs is entitled hereinafter referred to waive such conditions and as the “Closing Date”. Subject to the extent permitted by Lawprovisions of the Definitive Agreements, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with cause the Acquisition Merger to be consummated by the directors and shareholders of each other, deliver to of the Companies Registrar Merger Sub and the Company approving a notice plan of merger (each, a the “Merger NoticeAcquisition Plan of Merger”) informing the Companies Registrar that all conditions in form and substance acceptable to the Merger under Sub and the Israeli Companies Law have been met Company and requesting that filing the Companies articles of merger (the “Acquisition Articles of Merger”) (and other documents required by the BVI Act) with the Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law (the “Merger Certificate”)BVI Act. The Acquisition Merger shall become effective upon at the issuance time when it is registered by the Companies RegistrarRegistrar (or such later time as may be agreed in writing by the Company and Purchaser and specified in the Acquisition Plan of Merger, at or being not more than the 30th day after the Closing, date of the Merger Certificate such registration) in accordance with Section 323(5) of the Israeli Companies Law BVI Act (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. (a) The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, New YorkIrvine, New York CA 92612, at 10:00 A.M., California time, on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after following the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted hereunder and by applicable Law, waiver of all conditions to the obligations of the conditions parties set forth in Sections 7.1 and 7.2 Article VI (other than those such conditions that as may, by their nature are to terms, only be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At on the Closing Date, subject to such satisfaction or waiver thereof), or at such other place or at such other time or on such other date as Parent and the Company mutually agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” (b) Merger Sub and the Company shall each, in coordination with each other, deliver (and Parent shall cause Merger Sub to deliver) to the Registrar of Companies Registrar of the State of Israel (the “Israeli Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing and the Companies Registrar that all conditions to the Merger under proposed Closing Date on which the Israeli Companies Law have been met and requesting that the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)) after notice that the Closing has occurred is served to the Israeli Companies Registrar. The Merger shall become effective only upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of by the Israeli Companies Law Registrar (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Gornitzky & Co., 45 Rothschild Boulevard, Tel-Aviv ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the AmericasIsrael, New York, New York on a date to be designated by Parent and the Company as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Radiant and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the Table of Contents determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Radiant shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”a) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPAs promptly as practicable, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in no event later than the third (3rd) Business Day after the satisfaction or waiveror, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of all of the conditions set forth in Sections 7.1 and 7.2 Article 8 (other than those conditions that by their nature are to be satisfied at the Closing (including Closing, it being understood that the receipt by the parties occurrence of the Certificate of Merger at or after the Closing), but Closing shall remain subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, waiver of such conditions at the Closing), the Transactions shall be consummated (the “Closing”) remotely by electronic exchange of executed documents, or in such other manner, time or place as the Parties shall mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. (or b) As soon as practicable after the Closing with respect to determination of the Merger Certificate). At date on which the Closing Dateis to take place in accordance with Section 2.2(a), each of Check-Cap and Merger Sub shall (and the Company Nobul shall eachcause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Israeli Registrar”) a notice (each, a “Merger Notice”i) informing the Companies Israeli Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) have been met (together with any other documentation required to be submitted to the Israeli Registrar) and requesting that (ii) setting forth the Companies proposed date on which the Merger shall become effective and on which the Israeli Registrar shall be requested to issue a certificate evidencing the completion of the Israeli Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Israeli Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Israeli Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the time at which the Merger becomes effective is herein referred to herein as the “Merger Effective Time”). For the avoidance of doubt, it is the intention of the Parties that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of the Certificate of Israeli Merger in accordance with Section 323(5) of the ICL shall occur, both on the Closing Date.