Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII.

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or, if permissible, or waiver of the conditions set forth in Article VIIVI hereof, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger merger, if applicable (in any case, the “"Certificate of Merger”) "), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as the parties hereto agree shall be specified in such form as is required by, and executed in accordance with, the relevant provisions Certificate of the DGCL Merger (the date and time the Merger becomes effective, the "Effective Time"). On the date of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Mergerfiling, a closing (the “"Closing”") shall be held at the offices of Shearman & Sterling LLP10:00 a.m., 6 ▇▇▇▇▇▇▇ ▇▇▇▇Eastern Standard Time, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman the King & Sterling LLPSpalding, 5▇▇ ▇191 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or ▇▇ at such other place time and location as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of conditions to the conditions Merger set forth in Article VIIVIII have been satisfied, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any either case, the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “"Effective Time”"). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII.

Effective Time; Closing. As promptly as practicable after and in no event later than the second business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVII (or such other date as may be agreed in writing by each of the parties hereto), the parties hereto shall cause (a) the Reverse Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of such the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing (the “Closing”) shall will be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇ ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP (“▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ (or such other place as the parties hereto may agree). The date on which the Closing shall agree, for the purpose of confirming the satisfaction or waiver, occur is referred to herein as the case may be, of the conditions set forth in Article VII“Closing Date.”

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any such case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIIX, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “"Certificate of Merger”) "), with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “"Effective Time”"). Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “"Closing”") shall be held at the offices of Shearman & Sterling LLPSterling, 6 ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIIX.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the Merger (the “Closing”) shall be held at the offices of Shearman O’Melveny & Sterling LLP, 6 ▇▇▇▇▇▇▇ ▇▇▇▇LLP, #▇▇-▇▇, ▇▇▇▇▇2765 ▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or ▇▇ such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII. The date of the Closing is referred to as the “Closing Date.”

Effective Time; Closing. As promptly as practicable practicable, and in no event later than five business days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII (other than those conditions that can only be satisfied on the Closing Date (as defined below)), including, without limitation, the approval of the Merger by an affirmative vote of the Requisite Majority, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “"Certificate of Merger”") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (DGCL. The term "Effective Time" means the date and time of such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing (the “"Closing”") shall will be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇Kirk▇▇▇▇ & ▇▇▇▇, #▇▇-▇lli▇, ▇▇▇▇▇tigroup Center, 153 ▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇, or ▇ such other place as the parties may agree). The date on which such Closing takes place shall agree, for the purpose of confirming the satisfaction or waiver, be referred to herein as the case may be, of the conditions set forth in Article VII"Closing Date".

Effective Time; Closing. As promptly Subject to the conditions of this Agreement, as soon as practicable on or after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date (as hereinafter defined), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate Certificate of merger or certificate of ownership and merger Merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed Delaware in accordance with, with the relevant applicable provisions of the DGCL DLLCA (the date and time of such filing of the Certificate of Merger (filing, or such later time as may be agreed in writing by each of the parties hereto Andover Games and Ascend and specified in the Certificate of Merger) Merger being the “Effective Time” and the date of such filing being the “Effective Date”). Immediately prior Unless this Agreement shall have been terminated pursuant to such Section 8.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificate of Merger, a closing (the “Closing”) shall be held take place at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇counsel to Ascend, ▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇at a time and date to be specified by the parties, or such other place as which shall be no later than the parties shall agree, for the purpose of confirming fifth (5th) business day after the satisfaction or waiver, as the case may be, waiver of the conditions set forth in Article VIIVI, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. As promptly as practicable after following (and no later than 48 hours following) the satisfaction or, if permissiblepermissible by the express terms of this Agreement, waiver of the conditions set forth in Article VIIVII (or such other date as may be agreed by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of such the filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such the filing of the Certificate of Merger, a closing (the “Closing”) shall will be held at the offices of Shearman & Sterling LLPSheppard, 6 Mullin, ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇& ▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5at ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ (or such other place as the parties may agree). The date on which the Closing shall agree, for the purpose of confirming the satisfaction or waiver, occur is referred to herein as the case may be, of the conditions set forth in Article VII“Closing Date.”

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇Kr▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ & Fr▇▇▇▇▇ ▇LP, 11▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly (a) The closing of the Merger (the "CLOSING") will take place on the day (the "CLOSING DATE") that is two Business Days (as practicable defined below) after the satisfaction or, if permissible, or waiver (subject to applicable Law (as defined below)) of the conditions set forth in Article VIIVII (excluding conditions that, by their terms, cannot be satisfied until the Closing Date), unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another place is agreed to in writing by the parties hereto. (b) As soon as practicable following the Closing, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”Merger (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (DGCL. The term "EFFECTIVE TIME" means the date and time of such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly Subject to the terms and conditions of this Agreement, as soon as practicable on or after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date (defined below), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate Certificate of merger or certificate of ownership and merger Merger (in any case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, with the relevant applicable provisions of the DGCL (the date and time of such filing of the Certificate of Merger (filing, or such later time as may be agreed in writing by each of the parties hereto Company and Parent and specified in the Certificate of Merger) , being the “Effective Time”). Immediately prior Unless this Agreement shall have been terminated pursuant to such Section 7.1, the consummation of the Merger (the “Closing”), other than the filing of the Certificate of Merger, a closing (the “Closing”) shall be held take place at the offices of Shearman & Sterling LLP, 6 ▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇counsel to Parent, The Chrysler Building, ▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at a time and date to be specified by the parties, or such other place as which shall be no later than the parties shall agree, for the purpose of confirming third (3rd) Business Day after the satisfaction or waiver, as the case may be, waiver of the conditions set forth in Article VIIVI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction thereof at the Closing), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in any case, the “Certificate of Merger”"CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”"EFFECTIVE TIME"). Immediately prior to such filing of the Certificate of Merger, a closing (the “Closing”"CLOSING") shall be held at the offices of Shearman & Sterling LLP, 6 ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ 04 9909, with a meeting to be held simultaneously at the offices of Shearman & Sterling LLP, 5▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.