Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae and CombiMatrix may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury Mintz, ▇▇▇▇▇, Cohn, ▇▇▇▇▇▇, Glovsky and ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Caladrius and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Caladrius and CombiMatrix the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Caladrius and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Chicago, ▇▇▇▇▇▇▇▇▇▇Illinois, as promptly as practicable (but in no event later than the second (2nd) fifth Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Corautus and CombiMatrix VIA may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, subject to the Parties terms and conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Corautus and CombiMatrix (the “Certificate of Merger”)VIA. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with as agreed to by the consent of Invitae and CombiMatrix Parties (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6Articles VI, Section 7 VII and Section 8VIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6Articles VI, Section 7 VII and Section 8VIII to be satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Castle and CombiMatrix the Company may mutually agree in writing, provided that if all the conditions set forth in Articles VI, VII and VIII shall not have been satisfied or waived on such second Business Day, 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 takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Castle and CombiMatrix (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with as mutually agreed between Castle and the consent of Invitae and CombiMatrix Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fenwick & West LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇1191 Second Avenue, ▇▇▇▇▇ ▇▇▇10th Floor, ▇▇▇ ▇▇▇▇▇Seattle, ▇▇▇▇▇▇▇▇▇▇Washington, as promptly as practicable (but in no event later than the second (2nd) third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions, and, if at such time any dispute shall be pending pursuant to Section 1.8 regarding the determination of Acquiror Net Debt or Company Net Cash, the third Business Day following the resolution of such dispute as provided in Section 1.8), or at such other time, date and place as Invitae the Acquiror and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae the Acquiror and CombiMatrix (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of Pillsbury DLA Piper LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second (2nd) three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Parent and CombiMatrix Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Parent and CombiMatrix Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.1Article 8, and subject to unless otherwise mutually agreed in writing between the satisfaction or waiver of the conditions set forth in Section 6Company, Section 7 Parent and Section 8Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ or remotely by exchange of documents and signatures (or their electronic counterparts), as promptly soon as practicable following (but in no any event later than on the second (2ndsame date as) Business Day following the satisfaction or waiver of the last to be satisfied or waived of Offer Acceptance Time except if the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to 7.01 shall not be satisfied at the Closingor, but subject to the satisfaction or waiver of each extent permitted by applicable Legal Requirements, waived as of such conditions)date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7.01 are satisfied or, to the extent permitted by applicable Legal Requirements, waived, unless another date or at such other time, date place is agreed to in writing by the Company and place as Invitae and CombiMatrix may mutually agree in writingParent prior to the Offer Acceptance Time. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL DGCL, and in a form reasonably acceptable the Parties shall take all such further actions as may be required by applicable Legal Requirements to Invitae and CombiMatrix (make the “Certificate of Merger”)Merger effective. The Merger shall become effective at upon the date and time of the filing of such Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in the certificate of merger (such Certificate of Merger with the consent of Invitae date and CombiMatrix (the time as of which the Merger becomes effective being referred to as time, the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions of Section 9.17.1, and subject to the satisfaction or waiver of the conditions set forth in Section ARTICLE 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall will take place at the offices of Pillsbury T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 8▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second three (2nd3) Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, ARTICLE 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Parent and CombiMatrix Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware a certificate of merger Delaware, in such form as required by, and executed in accordance with respect to the Mergerrelevant provisions of, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”)DGCL. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Parent and CombiMatrix Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇California 94025, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Nautilus and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Nautilus and CombiMatrix the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Nautilus and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Articles 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Lpath and CombiMatrix Buyer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger Contemplated Transactions to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Lpath and CombiMatrix Buyer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Lpath and CombiMatrix Buyer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇California, as promptly as practicable (but in no event later than the second (2nd) third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Pivot and CombiMatrix Merger Partner may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Pivot and CombiMatrix (the “Certificate of Merger”)Merger Partner. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix Merger Partner (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Article 6, Section Article 7 and Section Article 8, the consummation closing of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Article 6, Section Article 7 and Section Article 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Signal and CombiMatrix Miragen may mutually agree in writing; provided, however, that if Miragen is not prepared to close the Miragen Pre-Closing Financing at such time, Miragen has the right, in its sole discretion to delay the Closing for up to five Business Days. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall will become effective at such time as the time of the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Signal and CombiMatrix Miragen (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ Godward LLP, One Freedom Square, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) fifth Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date and place as Invitae Parent and CombiMatrix CancerVax may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae CancerVax and CombiMatrix (the “Certificate of Merger”)Parent. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix Micromet (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of Pillsbury ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, as promptly as practicable (but in at 10:00 a.m. on a date to be specified by the Parties which will be no event later than the second (2nd) three Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such conditions), and, if at such time any dispute shall be pending pursuant to Section 1.12 regarding the determination of Net Cash, the third Business Day following the resolution of such conditionsdispute as provided in Section 1.12), or at such other time, date and place as Invitae Parent and CombiMatrix Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Parent and CombiMatrix Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier has been terminated and the transactions herein contemplated have been abandoned pursuant to the provisions Section 7.1 of Section 9.1this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8Article 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will be deemed to take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ LLP, One Freedom Square, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as promptly as practicable (but in at 10:00 a.m. local time no event later than the second two (2nd2) Business Day following the Days after satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditionscondition), or at such other time, date and place as Invitae Parent and CombiMatrix Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At ”. On the ClosingClosing Date, the Parties shall will cause the Merger to be consummated by executing and filing a Certificate of Merger (including the Second Amended and Restated Certificate of Incorporation attached thereto) in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit G attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”)Law. The Merger shall will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8, the consummation The closing of the Merger (the “Closing”) shall take place as promptly as practicable after the execution and delivery of this Agreement by the parties hereto, but no later than two (2) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are satisfied at Closing, but subject to the waiver or fulfillment of those conditions) at the offices of Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, or at such other time and place as promptly as practicable Parent and the Company shall agree (but in no event later than the second (2nd) Business Day following the satisfaction or waiver “Closing Date”). The Parties acknowledge and agree that time is of the last essence with respect to be satisfied or waived of the Closing, and will use commercially reasonable efforts to satisfy the conditions set forth in Section 6, Section 7 Article VI and Section 8, other than those conditions that by their nature are to be satisfied at effectuate the Closing, but Closing as promptly as practicable. On the Closing Date and subject to the satisfaction or waiver of each of such conditions), or at such other time, date terms and place as Invitae and CombiMatrix may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closingconditions hereof, the Parties hereto shall cause the Merger to be consummated by executing and filing a Certificate of Merger, substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as the time of the filing of such Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later time as may be specified Parent and the Company shall agree and specify in such the Certificate of Merger with the consent of Invitae and CombiMatrix (the Merger, such time as of which the Merger becomes effective being referred to herein as the “Effective Time.”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇California 94025, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Parent and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a the form reasonably acceptable to Invitae and CombiMatrix attached hereto as Exhibit E (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Parent and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇California, as promptly as practicable (but in no event later than the second (2nd) third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Tigris and CombiMatrix Potomac may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Tigris and CombiMatrix Potomac (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Tigris and CombiMatrix Potomac (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section ARTICLE 6, Section ARTICLE 7 and Section ARTICLE 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Blank Rome LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section ARTICLE 6, Section ARTICLE 7 and Section ARTICLE 8, other than those conditions that by their nature are to be satisfied at at’ the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Forza and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”), satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Forza and CombiMatrix (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of specified in such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Forza and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Phoenix and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Phoenix and CombiMatrix (the “Certificate of Merger”)Company. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”), or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Phoenix and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Celladon and CombiMatrix Eiger may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Celladon and CombiMatrix Eiger (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Celladon and CombiMatrix Eiger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.18.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8Schedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or by the electronic exchange of documents, as promptly as practicable following the Acceptance Time (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8Schedule B, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Nikola and CombiMatrix Romeo may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated in accordance with Section 251(h) of the DGCL by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Nikola and CombiMatrix Romeo (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Nikola and CombiMatrix Romeo (the time as of which the Merger becomes effective being referred to as the “Effective Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Romeo Stockholders, in accordance with Section 251(h) of the DGCL.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇ & ▇▇▇▇▇▇▇▇▇▇, LLP, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Articles 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Organovo and CombiMatrix Buyer may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Organovo and CombiMatrix Buyer (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Organovo and CombiMatrix Buyer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ Godward LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, as promptly as practicable (but in no event later than the second (2ndfifth Business Day) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date and place as Invitae Merger Partner and CombiMatrix DPI may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae DPI and CombiMatrix (the “Certificate of Merger”)Merger Partner. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by DPI and Merger Partner and specified in such Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier shall have been terminated pursuant to the provisions of Section 9.18, and subject to unless otherwise mutually agreed in writing among the satisfaction or waiver of the conditions set forth in Section 6Company, Section 7 Parent and Section 8Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇H▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Lovells US LLP, 1▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or, if requested by either the Company or Parent, remotely by the electronic exchange of documents and signatures), as promptly soon as practicable (practicable, but in no any event later than the second within two (2nd2) Business Day business days, following the satisfaction or waiver of the last to be satisfied or waived of Offer Acceptance Time, except if the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to 7.1 shall not be satisfied at the Closingor, but subject to the satisfaction or waiver of each extent permitted by Legal Requirements, waived as of such conditions)date, or at such other timein which case on the first business day on which all conditions set forth in Section 7.1 are satisfied or, date and place as Invitae and CombiMatrix may mutually agree in writingto the extent permitted by Legal Requirements, waived. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”.” At (b) Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the Parties Company and Purchaser shall file or cause the Merger to be consummated by executing and filing filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying in such form as required by, and executed and acknowledged in accordance with, the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”)DGCL. The Merger shall become effective at upon the date and time of the filing of such Certificate that certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the Parties and specified in such Certificate the certificate of Merger with the consent of Invitae and CombiMatrix merger (the date and time as of at which the Merger becomes effective being referred to herein as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury C▇▇▇▇▇ Godward LLP, 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) fifth Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Axonyx and CombiMatrix TorreyPines may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Axonyx and CombiMatrix (the “Certificate of Merger”)TorreyPines. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix TorreyPines (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Article 6, Section Article 7 and Section Article 8, the consummation closing of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Article 6, Section Article 7 and Section Article 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Opexa and CombiMatrix Acer may mutually agree in writing; provided, however, that if Acer is not prepared to close the Acer Pre-Closing Financing at such time, Acer has the right, in its sole discretion to delay the Closing for up to ten (10) Business Days. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause a certificate of merger (the Merger “Certificate of Merger”) to be consummated by executing executed, acknowledged and filing filed with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall will become effective at such time as the time of the filing of such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Opexa and CombiMatrix Acer (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury Latha▇ & ▇▇tki▇▇ ▇▇▇▇▇▇▇▇ , 140 S▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇Menlo Park, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇California, as promptly as practicable (but in no event later than the second (2nd) third Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Tigris and CombiMatrix Potomac may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Tigris and CombiMatrix Potomac (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Tigris and CombiMatrix Potomac (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇1▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae and CombiMatrix may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇California 94025, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Milan and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a the form reasonably acceptable to Invitae and CombiMatrix attached hereto as Exhibit E (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Milan and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 87.1, the consummation closing of the Merger (the “Closing”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than two (2) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms hereof) of the conditions set forth in Article 5 (such second Business Day, the “Target Closing Date”) at the offices of Pillsbury ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, as promptly as practicable unless another place or time is agreed to by Parent, the Company and the Stockholders’ Agent; provided, however that if the Target Closing Date occurs within the last twenty-one (but in 21) days of a fiscal quarter of Parent then the Closing shall be no event later earlier than the second (2nd) first Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each end of such conditions), or at such other time, date and place as Invitae and CombiMatrix may mutually agree in writingfiscal quarter. The date on which the Closing actually takes place occurs is referred to as herein as, the “Closing Date.” ” (b) At the Closing, the Parties parties shall (i) deliver the agreements, instruments, certificates and other documents required to be delivered at or prior to the Closing pursuant to Article 5 and (ii) cause the Merger to be consummated by executing filing a certificate of merger, in customary form and filing substance reasonably acceptable to Parent and the Company (the “Certificate of Merger”), with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with acceptance by the Secretary of State of the State of Delaware of such filing or at such later time as may be specified agreed to by the parties and set forth in such the Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as herein as, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 88.1, the consummation closing of the Merger (the “Closing”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than five (5) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms hereof) of the conditions set forth in Article 6, at the offices of Pillsbury W▇▇▇▇▇ S▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & R▇▇▇▇▇, Professional Corporation, 6▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, as promptly as practicable (but in no event later than unless another place or time is agreed to by Parent, the second (2nd) Business Day following Company and the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae and CombiMatrix may mutually agree in writingSignatory Stockholders. The date on which the Closing actually takes place occurs is referred to herein as the “Closing Date.” ” (b) At the Closing, the Parties parties shall (i) deliver the agreements, instruments, certificates, opinions and other documents required to be delivered at or prior to the Closing pursuant to Article 6 and (ii) cause the Merger to be consummated by executing filing a certificate of merger, in customary form and filing substance reasonably acceptable to Parent and the Company (the “Certificate of Merger”), with the Secretary of State of the State of Delaware a certificate of merger in accordance with respect to the Merger, satisfying the applicable requirements relevant provisions of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with acceptance by the Secretary of State of the State of Delaware of such filing or at such later time as may be specified agreed to by the parties and set forth in such the Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to herein as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.18.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8Schedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇2▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or by the electronic exchange of documents, as promptly as practicable following the Acceptance Time (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8Schedule B, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Nikola and CombiMatrix Romeo may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated in accordance with Section 251(h) of the DGCL by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Nikola and CombiMatrix Romeo (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Nikola and CombiMatrix Romeo (the time as of which the Merger becomes effective being referred to as the “Effective Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Romeo Stockholders, in accordance with Section 251(h) of the DGCL.

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject Subject to the satisfaction or waiver of all of the conditions set forth to Closing contained in Section 6, Section 7 and Section 8Article VI, the consummation closing of the Merger (the “Closing”) ), shall take place at the offices of Pillsbury Blank Rome LLP, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, as promptly soon as practicable (but in no event not later than the second (2nd5 Business Days) Business Day following after the satisfaction or waiver of the last conditions to be satisfied or waived of the conditions set forth Closing contained in Section 6, Section 7 and Section 8, Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of each of such those conditions), unless another date or at such other time, date and place as Invitae and CombiMatrix may mutually agree is agreed to in writingwriting by the parties hereto. The date on which the Closing actually takes place occurs is hereinafter referred to as the “Closing Date.” At As soon as is practicable after the Closing, the Parties parties hereto shall cause the Merger to be consummated by executing (i) delivering to the Secretary of State of the State of Nevada a Certificate of Merger (the “Nevada Certificate of Merger”), in such form as required by, and filing executed and acknowledged in accordance with, the relevant provisions of the NRS and (ii) delivering to the Secretary of State of the State of Florida a Certificate of Merger (the “Florida Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the FLLLCA. The Merger shall become effective as of the date and at such time (the “Effective Time”) as the Nevada Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger Nevada with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae and CombiMatrix (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.110.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6Sections 7, Section 7 8 and Section 89, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6Sections 7, Section 7 8 and Section 89, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Invitae Zordich and CombiMatrix the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable and substance to Invitae and CombiMatrix be agreed upon by the Parties (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Invitae Zordich and CombiMatrix the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.19.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section Sections 6, Section 7 and Section 88 of this Agreement, the consummation of the Merger (the “"Closing”") shall take place at the offices of Pillsbury ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇and ▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event later than the second (2ndfifth Business Day) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section Sections 6, Section 7 and Section 8, 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), ) or at such other time, date and place as Invitae Deerfield and CombiMatrix NitroMed may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “"Closing Date.” " At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Invitae Deerfield and CombiMatrix (the “Certificate of Merger”)NitroMed. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by Deerfield and NitroMed and specified in such Certificate of Merger with the consent of Invitae and CombiMatrix (the time as of which the Merger becomes effective being referred to as the “"Effective Time”").