Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documents, as soon as practicable following (but in any event on the same date as) the Offer Acceptance Time except if, subject to Section 2.1(b), the condition set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9in accordance with Section 8.1, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documentselectronically at 8:00 a.m., as soon as practicable following (but in any event Eastern Time, on the same date as) as the Offer Acceptance Time except if, if (subject to Section 2.1(b1.1(b), ) the condition conditions set forth in Section 8.1 7.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day business day on which the condition conditions set forth in Section 8.1 is 7.1 are satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to Article 9the provisions of Section 10.1, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanySection 6, Parent Section 7 and PurchaserSection 8, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documentsremotely, as soon as practicable following (but in any event on the same date as) second Business Day following the Offer Acceptance Time except if, subject satisfaction or waiver of the last to Section 2.1(b), be satisfied or waived of the condition conditions set forth in Section 8.1 shall not 7, Section 8 and Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waived by waiver of each of such dateconditions, or at such other time, date and place as MEDS and the Company may mutually agree in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties shall file or cause the Merger to be filed a certificate of merger consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, satisfying the applicable provisions requirements of the DGCLDGCL and in form and substance as agreed to by the Parties (the “Certificate of Merger”). The Merger shall become effective upon at the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the Parties and may be specified in such Certificate of Merger with the certificate consent of merger MEDS and the Company (such date and time, the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article ARTICLE 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documents, as soon as practicable following (but in any event on no later than the same date assecond Business Day following) the Offer Acceptance Time except if, subject to Section 2.1(b), the condition set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon early as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documentsas promptly as reasonably practicable, as soon as practicable following (but in any event on the same date as) as the Offer Acceptance Time except ifTime, subject following the satisfaction or waiver of the last to Section 2.1(b), be satisfied or waived of the condition conditions set forth in Section 8.1 shall not 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waived by waiver of such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waivedconditions). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, concurrently with the Closing or as soon as practicable thereafter on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documents, electronically at 7:45 a.m. Eastern Time as soon promptly as practicable following (but in any event on no later than the same date asthird (3rd) Business Day) following the Offer Acceptance Time except if, subject satisfaction or waiver of the last to Section 2.1(b), be satisfied or waived of the condition conditions set forth in Section 8.1 shall not 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waived by waiver of such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waivedconditions). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, concurrently with the Closing or as soon as practicable on following the Closing DateClosing, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 7, and unless otherwise mutually agreed in writing between the Company, Parent Company and PurchaserBuyer, the consummation of the Merger (the “Closing”) shall take place remotely at the offices of C▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on a date specified by electronic exchange of documents, as soon as practicable following the Company and Buyer (but in any event on the same date as) the Offer Acceptance Time except if, subject to Section 2.1(b“Closing Date”), which shall be no later than the condition second (2nd) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 8.1 shall not 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waived by waiver of such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waivedconditions). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Buyer shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documentselectronically at 8:00 a.m., Eastern Time, as soon promptly as practicable following (but in any event on the same date as) the Offer Acceptance Time except if, subject to Section 2.1(b), the condition set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no later than the first (1stbusiness day) Business Day on which following the condition satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 8.1 is 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waivedwaiver of such conditions). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange at the offices of documents▇▇▇▇▇▇ LLP, as soon as practicable following (but in any event ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 9:00 a.m., Eastern Time, on the same date as) as the Offer Acceptance Time except if, subject to Section 2.1(b), if the condition set forth in Section 8.1 7.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day business day on which the condition set forth in Section 8.1 7.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and PurchaserParties, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documentsas promptly as reasonably practicable, as soon as practicable following (but in any no event on later than the same date as) first business day, following the Offer Acceptance Time except ifsatisfaction or, subject to Section 2.1(b)the extent permitted by applicable Legal Requirement, waiver of the condition last to be satisfied or waived of the conditions set forth in Section 8.1 shall not 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waived by waiver of such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waivedconditions). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9in accordance with Section 8.1, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place remotely electronically by electronic exchange of documentssignatures at 1:00 a.m., as soon as practicable following (but in any event Eastern Time, on the same date as) as the Offer Acceptance Time except if, if (subject to Section 2.1(b1.1(b), ) the condition conditions set forth in Section 8.1 7.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day business day on which the condition conditions set forth in Section 8.1 is 7.1 are satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9in accordance with Section 8.1, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documentselectronically at 8:00 a.m., as soon as practicable following (but in any event Eastern Time, on the same date as) as the Offer Acceptance Time except if, if (subject to Section 2.1(b), ) the condition conditions set forth in Section 8.1 7.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day on which the condition conditions set forth in Section 8.1 is 7.1 are satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary”) with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article ARTICLE 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documents, as soon as practicable following (but in any event on no later than the same date assecond Business Day following) the Offer Acceptance Time except if, subject to Section 2.1(b), the condition set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” ” (b) Subject to the provisions of this Agreement, as soon early as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange at the offices of documents▇▇▇▇▇ Lovells US LLP, as soon as practicable following (but in any event ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern Time, on the same date as) first business day following the Offer Acceptance Time except if, subject to Section 2.1(b), if the condition set forth in Section 8.1 7.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day business day on which the condition set forth in Section 8.1 7.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place remotely at the Company's offices, at 9:00 a.m., local time in Boston Massachusetts, on a date to be designated by electronic exchange of documents, as soon as practicable following the parties (but in any event on the same date as) the Offer Acceptance Time except if, subject to Section 2.1(b"Closing Date"), which shall be no later than the condition set forth in Section 8.1 shall not third Business Day after the satisfaction or waiver of the last to be satisfied or waived by such date, in which case on no later than of the first (1st) Business Day on which the condition conditions set forth in Section 8.1 is Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waivedwaiver of such conditions). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and substantially in the form attached hereto as soon as practicable Exhibit C (the "Certificate of Merger") shall be duly executed by the Company and, concurrently with the Closing on the Closing Date, the Company delivered to and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of with the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be mutually agreed upon in writing by the Parties Company and Parent and specified in the certificate Certificate of merger Merger (such date and time, the “"Effective Time”").

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documents, as soon as practicable following (but in any event on the same date as) the Offer Acceptance Time except if, subject to Section 2.1(b), if the condition conditions set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day on which the each condition set forth in Section 8.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL, including Section 251(h) thereof. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange of documents, as soon as practicable following (but in any event on the same date as) the Offer Acceptance Time except if, subject to Section 2.1(b), the condition set forth in Section 8.1 shall not be satisfied or waived by such date, in which case on no later than the first (1st) Business Day on which the condition set forth in Section 8.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Article 9Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place remotely by electronic exchange at the offices of documents▇▇▇▇▇▇ LLP, as soon as practicable following (but in any event ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 9:15 a.m. Eastern Time on the same date as) as the Offer Acceptance Time and immediately following the Offer Acceptance Time except if, subject to Section 2.1(b), that if the condition set forth in Section 8.1 7.1 shall not be satisfied or waived by such date, date in which case on no later than the first (1st) Business Day business day on which the condition set forth in Section 8.1 7.1 is satisfied or waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the applicable relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Parties parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).