Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by Talarian and TIBCO and specified in such Certificate of Merger) being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "Closing") shall take place at the offices of Venture Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate Certificate of merger, in such appropriate form as determined by the parties, Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL Delaware Law (the "“Certificate of Merger"”) (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse MergerDelaware, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "“Effective Time"”) as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Group▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VIV (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing (writing. The date on which the "Closing occurs is referred to herein as the “Closing Date").”

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL a Certificate of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse MergerDelaware, as the case may be (or such later time as may be agreed in writing by Talarian Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Venture Law Group, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Parent, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, 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.

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") Delaware Law (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Mergerfiling, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "“Effective Time"”) on, or as soon as practicable on or after after, the Closing Date (as herein defined). The closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Group▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI (other than those conditions which, by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (writing. The date on which the "Closing occurs is referred to in this Agreement as the “Closing Date")”.

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL a Certificate of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse MergerDelaware, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and Parent Schedules). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Venture Law GroupDLA Piper Rudnick Gray Cary US ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇i▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇Suite 24▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, as soon as practicable on or after the Closing Date, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate articles of merger, in such appropriate form as determined by merger (the parties, “Articles of Merger”) with the Nevada Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the "Certificate of Merger") NRS (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Mergerfiling, as the case may be (or such later time as may be agreed in writing by Talarian Bendon and TIBCO Naked and specified in such Certificate the Articles of Merger) Merger being the "“Effective Time") as soon as practicable on or after the Closing Date (as herein defined”). The closing Unless this Agreement shall have been terminated pursuant to Section 7.1, the consummation of the Merger (the "“Closing") ”), other than the filing of the Articles of Merger, shall take place at the offices of Venture Law GroupG▇▇▇▇▇▇▇ M▇▇▇▇▇, counsel to Bendon, located at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIVI (other than conditions that by their nature are to be satisfied at Closing or waiver of those conditions), or at such other time, date and location as the parties hereto agree in writing (the "“Closing Date"”).

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") Delaware Law (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Mergerfiling, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "“Effective Time"”) as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Group▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIV (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the "“Closing Date"”).

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, Mergers to be consummated by filing a certificate Certificates of merger, in such appropriate form as determined by Merger (the parties, “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the "Certificate of Merger") and DLLCA (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Mergerfiling, as the case may be (or such later time as may be agreed in writing by Talarian Kitara Media, NYPG and TIBCO Ascend and specified in the Certificates of Merger being the “Effective Time” and the date of such Certificate filing being the “Effective Date”). Unless this Agreement shall have been terminated pursuant to Section 9.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificates of Merger) being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "Closing") , shall take place at the offices of Venture Law Group▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Ascend, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VIVII, 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. Subject to the provisions terms and conditions of this ----------------------- Agreement, as soon as practicable on or after the parties heretoClosing Date (defined below), or in the case of the Second-Step Merger, TIBCO, Parties hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate Certificate of merger, in such appropriate form as determined by Merger (the parties, “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant applicable provisions of the DGCL (the "Certificate of Merger") (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Mergerfiling, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "“Effective Time") as soon as practicable on or after the Closing Date (as herein defined”). The closing Unless this Agreement shall have been terminated pursuant to Section 7.1, the consummation of the Merger (the "“Closing") ”), other than the filing of the Certificate of Merger, shall take place at the offices of Venture Law Group▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Parent, located at The Chrysler Building, 405 Lexington Avenue, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the partiesParties (or pursuant to the electronic or other remote exchange of all executed documents and other deliverables required by this Agreement to be delivered at Closing, including pursuant to Article VI), which shall be no later than the second business day third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIVI (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 Parties hereto agree in writing (the "“Closing Date"”). Closing signatures may be transmitted by facsimile or by email .pdf files.

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL a Certificate of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse MergerDelaware, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Venture Law Group, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Parent, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, 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.

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware Nevada in accordance with the relevant provisions of the DGCL RSN Articles of Merger (the "Certificate “Articles of Merger"”) (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse MergerNevada, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such Certificate the Articles of Merger) , being the "“Effective Time"”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and Parent Schedules). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Groupthe Company, 1▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at a time and date to be specified by the parties, which shall be no later than the second third business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "“Closing Date"”).

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State States of Delaware and Nevada, in accordance with the relevant provisions of the DGCL and NGCL a Certificate of Merger and/or Articles of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the Certificate States of Merger for the Forward Merger or the Reverse MergerDelaware and Nevada, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO AeroGrow and specified in such the Certificate of Merger) , being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and AeroGrow Schedule). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Venture Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, the Company at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State States of Delaware and Nevada in accordance with the relevant provisions of the DGCL and NGCL a certificate and/or articles of merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the Certificate States of Merger for the Forward Merger or the Reverse MergerDelaware and Nevada, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and Parent Schedules). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Venture Law Group▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ at a time and date to be specified by the parties, which shall be no later than the second third business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate the articles of merger, in such appropriate form as determined by the partiesparties (the “Articles of Merger”), attaching thereto the plan of merger, in the form attached hereto as Exhibit C (the “Plan of Merger”), in each case with the Secretary of State of the State of Delaware Washington in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") Act (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such Certificate the Articles of Merger) being the "“Effective Time"”) as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Group, ▇▇▇▇▇ ▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VISection 7.1, or at such other time, date and location as the parties hereto agree in writing (the "“Closing Date"”).

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by (a) filing articles of merger as contemplated by the NGCL (the "Articles of Merger") and (b) filing a properly executed agreement or certificate of merger, in such appropriate form merger as determined contemplated by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") (), each, together with any required related certificates, with the Secretaries of State of the States of Nevada and Delaware, as appropriate, in such forms as required by, and executed in accordance with the relevant provisions of, the NGCL and the DGCL, respectively. The Merger shall become effective at the time of the later to occur of such filing filings or at such later time, as may be agreed upon in writing by the Company and Acquiror, specified in the Articles of Merger and the Certificate of Merger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by Talarian and TIBCO and specified in such Certificate of Merger) being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "Closing") shall take place at the offices of Venture Law GroupKramer Levin Naftalis & Frankel LLP, 919 Third Avenue, New York, New ▇▇▇▇, ▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇ate ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate Certificate of mergerMerger, substantially in such appropriate the form as determined by of Exhibit A hereto (the parties"CERTIFICATE OF MERGER"), with the Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada, in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") Delaware and Nevada Law (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Merger, as the case may be (or such later time as may be agreed in writing by Talarian and TIBCO the parties and specified in such the Certificate of Merger) being the "Effective TimeEFFECTIVE TIME") as soon as practicable on or after the Closing Date (as defined herein). Unless the context otherwise requires, the term "AGREEMENT" as used herein defined)refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "ClosingCLOSING") shall take place at the offices of Venture The Otto Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ PLLC, 900 Fourth A▇▇▇▇e, ▇▇▇▇▇ Suite 3140, Sea▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified ▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ed by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing DateCLOSING DATE").

Effective Time; Closing. Subject Upon the terms and subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") Delaware Law (the time of such filing of the Certificate of Merger for the Forward Merger or the Reverse Mergerfiling, as the case may be (or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "“Effective Time"”) as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Group, W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, Professional Corporation, 6▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIV (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the "“Closing Date"”).

Effective Time; Closing. Subject to the provisions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL Delaware Law (the "“Certificate of Merger"”) (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse Merger, as the case may be (Delaware or such later time as may be agreed in writing by Talarian the Company and TIBCO Parent and specified in such the Certificate of Merger) Merger being the "“Effective Time"”) as soon as practicable on or after the Closing Date (as herein defined)Date. The closing of the Merger (the "“Closing"”) shall take place at the offices of Venture Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, LLP, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VIVI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (writing. The date on which the "Closing occurs is referred to herein as the “Closing Date").”

Effective Time; Closing. Subject to (a) Concurrently with the provisions of this Closing ----------------------- Agreement(as defined in Section 1.2(b)), the parties hereto, or in the case of the Second-Step Merger, TIBCO, shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with (the relevant provisions "Secretary of the DGCL State") a certificate of merger (the "Certificate ------------------ ----------- of Merger") (the time of such filing in accordance with Section 251 of the Certificate of DGCL. --------- The Merger for the Forward Merger or the Reverse Merger, as the case may be shall become effective (or such later time as may be agreed in writing by Talarian and TIBCO and specified in such Certificate of Merger) being the "Effective Time") when the Certificate -------------- of Merger has been filed with the Secretary of State or at such later time as soon as practicable on or after shall be agreed upon by the Closing Date parties and specified in the Certificate of Merger. (as herein defined). b) The closing of the Merger transactions contemplated hereby (the "Closing") shall take place be held at the offices of Venture Law GroupDechert, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ------- ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at a 10:00 a.m. local time and date to be specified by the parties, which shall be no later than on the second business day after following the satisfaction or waiver of date on which the conditions set forth in Article VIVI shall have been satisfied or waived, or at such other time, place or time or on such other date as Parent and location the Company may agree. The date on which the Closing takes place is referred to herein as the parties hereto agree in writing (the "Closing Date")." -------------

Effective Time; Closing. Subject to the provisions conditions of this ----------------------- Agreement, the parties hereto, or in the case of the Second-Step Merger, TIBCO, hereto shall cause each of the Forward Merger, Reverse Merger and Second-Step Merger, as appropriate, to be consummated by filing a certificate of merger, in such appropriate form as determined by the parties, with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL a Certificate of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the Certificate State of Merger for the Forward Merger or the Reverse MergerDelaware, as the case may be (or such later time as may be agreed in writing by Talarian Company and TIBCO Parent and specified in such the Certificate of Merger) , being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including Company Schedule and Parent Schedule). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Venture Law GroupGraubard Miller, 600 Third ▇▇▇▇▇▇, ▇▇▇ ▇▇rk, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, at a time and date to be ▇ specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").