Common use of Effective Times Clause in Contracts

Effective Times. (a) On the Closing Date, (i) first, New Amethyst shall file a certificate of merger with respect to Merger 1 (the “Merger 1 Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the relevant provisions of the DGCL and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or the TBCA with respect to Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger shall have been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 1 Certificate of Merger and the Merger 1 Articles of Merger (such time as Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On Prior to the Closing, ▇▇▇▇ and Spirit shall prepare and, on the Closing Date, ▇▇▇▇ and Spirit shall (i) first, New Amethyst shall file a certificate cause articles of merger with respect to the Company Merger 1 (the “Merger 1 Certificate Articles of Merger”) to be duly executed and filed with the Secretary State Department of State Assessments and Taxation of the State of Delaware Maryland (the “Delaware Secretary of StateSDAT”) in accordance with the relevant provisions of the DGCL and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA MGCL and (ii) secondmake any other filings, New Amethyst recordings or publications required to be made by ▇▇▇▇ or Spirit under the MGCL in connection with the Company Merger. The Company Merger shall file become effective at such time as the Articles of Merger are accepted for record by the SDAT or on such other date and time (not to exceed 30 days from the date the Articles of Merger are accepted for record by the SDAT as shall be agreed to by ▇▇▇▇ and Spirit and specified in the Articles of Merger (such date and time being hereinafter referred to as the “Company Merger Effective Time”), it being understood and agreed that the Parties shall cause the Company Merger to occur on the Closing Date immediately prior to the Partnership Merger Effective Time. (b) At the Closing, and immediately after the filing of the Articles of Merger, the ▇▇▇▇ Operating Partnership shall cause to be executed and filed a certificate of merger in a form that complies with respect to Merger 2 the DRULPA (the “Partnership Merger 2 Certificate of MergerCertificate”) with the Delaware Secretary of State (“DSOS”), executed in accordance with the relevant applicable provisions of the DGCLDRULPA. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or the TBCA with respect to The Partnership Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at upon such time as the Partnership Merger 1 Certificate of Merger shall have has been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateDSOS, or at such later time as AmSurg shall be agreed to by ▇▇▇▇ and Holdings shall agree Spirit and specify specified in the Partnership Merger 1 Certificate as the effective time of Merger and the Merger 1 Articles of Partnership Merger (such date and time being hereinafter referred to as Merger 1 becomes effective being the “Partnership Merger 1 Effective Time”). , it being understood and agreed that the Parties shall cause the Partnership Merger 2 shall become effective at such time as Effective Time to occur on the Closing Date immediately after the Company Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On the Closing Date, the Company, Parent and Merger Sub, as applicable, shall (i) first, New Amethyst shall file a certificate cause articles of merger with respect to Merger 1 in substantially the form attached hereto as Exhibit B-1 (the “First Merger 1 Certificate Articles of Merger”) with respect to the Secretary of State of First Merger to be duly executed, filed with and accepted for record by the State Department of Delaware Assessments and Taxation of Maryland (the “Delaware Secretary of StateSDAT”) in accordance with the relevant provisions of the DGCL and shall substantially concurrently file the MGCL, (ii) cause articles of merger with respect to Merger 1 in substantially the form attached hereto as Exhibit B-2 (the “Second Merger 1 Articles of Merger” and together with the First Merger Articles of Merger, the “Articles of Merger”) with respect to the Secretary of State of Second Merger to be duly executed, filed with and accepted for record by the State of Tennessee (the “Tennessee Secretary of State”) SDAT in accordance with the relevant provisions of the TBCA MGCL and (iiiii) secondduly make any other filings, New Amethyst shall file a certificate of merger with respect recordings or publications required to be made by Parent, the Company or Merger 2 (Sub under the “Merger 2 Certificate of Merger”) MGCL in connection with the Delaware Secretary of State in accordance with the relevant provisions of the DGCLMergers. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or the TBCA with respect to The First Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at the latest of such time as the First Merger 1 Certificate of Merger shall have been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with accepted for record by the Tennessee Secretary SDAT or on such other date and time (not to exceed thirty (30) days from the date that the First Merger Articles of State, or at such later time Merger have been accepted for record by the SDAT) as AmSurg shall be agreed to by the Company and Holdings shall agree Parent and specify specified in the First Merger 1 Certificate of Merger and the Merger 1 Articles of Merger (such date and time of effectiveness of the First Merger Articles of Merger being hereinafter referred to as Merger 1 becomes effective being the “First Merger 1 Effective Time”). ) and the Second Merger 2 shall become effective at such time promptly following the First Merger Effective Time and in any event on the same Business Day as the First Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger Effective Time (such time as Merger 2 becomes effective being the “Second Merger 2 Effective Time”).

Effective Times. (a) On At the Closing DateClosing, (i) first, New Amethyst the Operating Trust MergerSub and the Operating Trust shall duly execute and file a certificate with the SDAT articles of merger with respect to the Operating Trust Merger 1 in a form that complies with the Maryland REIT Law (the “Merger 1 Certificate Operating Trust Articles of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the relevant provisions Maryland REIT Law and the LLC Act. The Operating Trust Merger shall become effective upon such time as the Operating Trust Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the Maryland REIT Law and the LLC Act as the effective time of the DGCL Operating Trust Merger but not to exceed thirty (30) days after the Operating Trust Articles of Merger are accepted for record by the SDAT and the LLC Act (the “Operating Trust Merger Effective Time”). (b) At the Closing, immediately after the Operating Trust Merger Effective Time, MergerCo and the Company shall substantially concurrently duly execute and file with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) articles of merger with respect to the Company Merger 1 in a form that complies with the Maryland REIT Law (the “Merger 1 Company Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions Maryland REIT Law and the MD RUPA. The Company Merger shall become effective upon such time as the Company Articles of Merger have been accepted for record by the TBCA SDAT, or such later time which the parties hereto shall have agreed upon and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State designated in such filing in accordance with the relevant provisions Maryland REIT Law and the MD RUPA as the effective time of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under Company Merger but not to exceed thirty (30) days after the DGCL or the TBCA with respect to Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger shall have been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with are accepted for record by the Tennessee Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 1 Certificate of Merger and the Merger 1 Articles of Merger SDAT (such time as Merger 1 becomes effective being the “Company Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On At the Closing DateClosing, MergerSub and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (ithe “Articles of Merger”) firstwith the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, New Amethyst or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with respect to Merger 1 the DRULPA (the “DownREIT Merger 1 Certificate of MergerCertificate”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateDSOS”) ), executed in accordance with the relevant applicable provisions of the DGCL DRULPA and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA DLLCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or DRULPA and the TBCA with respect DLLCA to effect the DownREIT Merger. The DownREIT Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at upon such time as the DownREIT Merger 1 Certificate of Merger shall have has been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateDSOS, or at such later time as AmSurg which the parties hereto shall have agreed upon and Holdings shall agree and specify designated in such filing in accordance with the Merger 1 Certificate of Merger DRULPA and the Merger 1 Articles DLLCA as the effective time of the DownREIT Merger (such time as Merger 1 becomes effective being the “DownREIT Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On At the Closing DateClosing, (i) first, New Amethyst REIT Merger Sub and the Company shall file cause a certificate Certificate of merger Merger with respect to the REIT Merger 1 (the “Merger 1 REIT Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) SOS in accordance with the relevant provisions of the DGCL and shall substantially concurrently file the articles of merger with respect to DLLCA. The REIT Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or the TBCA with respect to Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at such the time as when the Merger 1 REIT Certificate of Merger shall have has been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateSOS, or at such later time as AmSurg which the Parties shall have agreed upon in writing and Holdings shall agree and specify set forth in the Merger 1 REIT Certificate of Merger and in accordance with the Merger 1 Articles of Merger DLLCA (such time as Merger 1 becomes effective being the “REIT Merger 1 Effective Time”). (b) At the Closing, following the REIT Merger and the distribution of the interests in Company GP to Parent OP, the REIT Surviving Entity (or, subject to Section 2.7, Parent OP) and the Company LP shall cause a Certificate of Merger with respect to the Partnership Merger (the “Partnership Certificate of Merger”) to be duly executed and filed with the Delaware SOS. The Partnership Merger 2 shall become effective at such the time as when the Merger 2 Partnership Certificate of Merger shall have has been duly filed with the Delaware Secretary of StateSOS in accordance with the DRULPA, or at such later time as AmSurg which the Parties shall have agreed upon in writing and Holdings shall agree and specify set forth in the Merger 2 Partnership Certificate of Merger in accordance with the DRULPA (such time as Merger 2 becomes effective being the “Partnership Merger 2 Effective Time”).

Effective Times. (a) On At the Closing DateClosing, (i) first, New Amethyst CRH shall file a certificate of merger in a form that complies with respect to Merger 1 the DRULPA (the “CRH Partnership Merger 1 Certificate of MergerCertificate”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateDSOS”) ), executed in accordance with the relevant applicable provisions of the DGCL DRULPA and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL DRULPA to effect the CRH Partnership Merger. The CRH Partnership Merger shall become effective upon such time as the CRH Partnership Merger Certificate has been filed with the DSOS, or such later time which the TBCA parties hereto shall have agreed upon and designated in such filing in accordance with respect to the DRULPA as the effective time of the CRH Partnership Merger 1 and under (the DGCL with respect to “CRH Merger 2Effective Time”). (b) At the Closing, CAR shall file a certificate of merger in a form that complies with the DRULPA (the “CAR Partnership Merger 1 Certificate”) with the DSOS, executed in accordance with the applicable provisions of the DRULPA and shall make all other filings or recordings required under the DRULPA to effect the CAR Partnership Merger. The CAR Partnership Merger shall become effective at upon such time as the CAR Partnership Merger 1 Certificate of Merger shall have has been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateDSOS, or at such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA as AmSurg and Holdings shall agree and specify in the Merger 1 Certificate effective time of Merger and the Merger 1 Articles of CAR Partnership Merger (such time as Merger 1 becomes effective being the “CAR Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”). (c) The CRH Merger Effective Time and the CAR Merger Effective Time shall occur substantially concurrently (the earlier to occur of the CAR Merger Effective Time and the CRH Merger Effective Time, the “Partnership Mergers Effective Time”). (d) At the Closing, immediately after the later to occur of the CRH Merger Effective Time and the CAR Merger Effective Time, MergerCo and the Company shall duly execute and file articles of merger with respect to the Company Merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) in accordance with the MGCL. The Company Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Company Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Company Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the Closing Date, following the consummation of the Recapitalization: (ia) first, New Amethyst SPAC and Merger Sub shall file execute a certificate plan of merger with respect to Merger 1 (the “Merger 1 Certificate First Plan of Merger”) substantially in the form attached as Exhibit F-1 hereto and shall file the First Plan of Merger and other documents as required to effect the First Merger pursuant to the Cayman Companies Act with the Secretary Registrar of State Companies of the State Cayman Islands as provided in the applicable provisions of Delaware the Cayman Companies Act. The First Merger shall become effective at the time when the First Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands) as Merger Sub and SPAC may agree and specify pursuant to the Cayman Companies Act (the “Delaware Secretary of StateFirst Effective Time”) in accordance with the relevant provisions of the DGCL and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or the TBCA with respect to Merger 1 and under the DGCL with respect to Merger 2). (b) Immediately following the consummation of the First Merger 1 at the First Effective Time, the Surviving Entity and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form attached as Exhibit F-2 hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Cayman Companies Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Companies Act. The Second Merger shall become effective at such the time as when the Merger 1 Certificate Second Plan of Merger shall have been duly filed with is registered by the Delaware Secretary Registrar of State and Companies of the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of State, Cayman Islands or at such later time (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands) as AmSurg Merger Sub II and Holdings shall the Surviving Entity may agree and specify in pursuant to the Merger 1 Certificate of Merger and the Merger 1 Articles of Merger Cayman Companies Act (such time as Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Second Effective Time”).

Effective Times. (a) On At the Closing Dateand, (i) firstif Parent so elects, New Amethyst immediately prior to the DTLA Fund Holding Co. Investment and the Partnership Merger Effective Time, REIT Merger Sub and the Company shall duly execute and file a certificate with the State Department of merger with respect to Merger 1 Assessments and Taxation of Maryland (the “Merger 1 Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateSDAT”) in accordance with the relevant provisions of the DGCL and shall substantially concurrently file the MGCL articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with ). The REIT Merger shall become effective at such time as the Secretary Articles of State Merger have been accepted for record by the SDAT or such later time that the parties hereto shall have agreed upon and designated in the Articles of the State of Tennessee (the “Tennessee Secretary of State”) Merger in accordance with the relevant provisions MGCL as the effective time of the TBCA and REIT Merger, but not to exceed five (ii5) second, New Amethyst shall file a certificate days after the Articles of merger with respect to Merger 2 are accepted for record by the SDAT (the “Effective Time”). (b) At the Closing, immediately after the Effective Time and, if Parent so elects, the DTLA Fund Holding Co. Investment, Partnership Merger 2 Certificate Sub and the Partnership shall duly execute and file with the SDAT articles of merger (the “Partnership Articles of Merger”) with the Delaware Secretary of State ), executed in accordance with the relevant applicable provisions of the DGCL. Each of AmSurgMRULPA and the MLLCA, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or MRULPA and the TBCA with respect MLLCA to effect the Partnership Merger. The Partnership Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective after the Effective Time, at such time as the Merger 1 Certificate of Merger shall have been duly filed with the Delaware Secretary of State and the Merger 1 Partnership Articles of Merger shall have been duly filed with accepted for record by the Tennessee Secretary of StateSDAT, or at such later time as AmSurg that the parties hereto shall have agreed upon and Holdings shall agree and specify designated in the Merger 1 Certificate of Merger and the Merger 1 Partnership Articles of Merger in accordance with the MRULPA and the MLLCA as the effective time of the Partnership Merger, but not to exceed five (such time as 5) days after the Partnership Articles of Merger 1 becomes effective being are accepted for record by the SDAT (the “Partnership Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On At the Closing DateClosing, (i) first, New Amethyst MergerCo and the Company shall duly execute and file a certificate articles of merger with respect to Merger 1 (the “Merger 1 Certificate Articles of Merger”) with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) in accordance with the Maryland REIT Law. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the Maryland REIT Law as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the Closing, immediately after the Effective Time, the Partnership shall file with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateDSOS”) a certificate of merger (the “Partnership Merger Certificate”), executed in accordance with the relevant applicable provisions of the DGCL DRULPA and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or DRULPA to effect the TBCA with respect to Partnership Merger. The Partnership Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at after the Effective Time upon such time as the Partnership Merger 1 Certificate of Merger shall have has been duly filed with accepted by the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateDSOS, or at such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA as AmSurg and Holdings shall agree and specify in the Merger 1 Certificate effective time of Merger and the Merger 1 Articles of Partnership Merger (such time as Merger 1 becomes effective being the “Partnership Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On At the Closing DateClosing, (i) first, New Amethyst REIT Merger Sub and the Company shall duly execute and file a certificate articles of merger with respect to Merger 1 (the “Texas Merger 1 Certificate of MergerCertificate”) with the county clerk of Tarrant County, Texas (the “Texas Clerk”) in accordance with the Texas REIT Law and shall duly execute and file with the Secretary of State of the State of Delaware (the “DSOS”) a certificate of merger (the “Delaware Secretary of StateMerger Certificate”) in accordance with the relevant provisions of the DGCL DLLCA and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL Texas REIT Law or the TBCA DLLCA to effect the REIT Merger. The REIT Merger shall become effective upon the later of (A) such time as the Texas Merger Certificate has been filed with respect to the Texas Clerk as required by Section 23.40 of the Texas REIT Law and (B) such time as the Delaware Merger 1 Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and under designated in the DGCL Delaware Merger Certificate in accordance with respect to the DLLCA and in the Texas Merger 2Certificate of Merger in accordance with the Texas REIT Law as the effective time of the Merger (the “Effective Time”). (b) At the Closing, immediately after the Effective Time, the Partnership shall file with the DSOS a certificate of merger (the “Partnership Merger 1 Certificate”), executed in accordance with the applicable provisions of the DRULPA and shall make all other filings or recordings required under the DRULPA to effect the Partnership Merger. The Partnership Merger shall become effective at after the Effective Time upon such time as the Partnership Merger 1 Certificate of Merger shall have has been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateDSOS, or at such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA as AmSurg and Holdings shall agree and specify in the Merger 1 Certificate effective time of Merger and the Merger 1 Articles of Partnership Merger (such time as Merger 1 becomes effective being the “Partnership Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”).

Effective Times. (a) On the Closing Date, (i) firstTarget and Buyer Acquisition Entity shall execute and file articles of merger, New Amethyst shall file a certificate of merger with respect to Merger 1 (the “Merger 1 Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with such form as is required by the relevant provisions of the DGCL and shall substantially concurrently file the articles of merger with respect to Merger 1 MGCL (the “Merger 1 "Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”") in accordance with the relevant provisions of the TBCA with, and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings and take all such other action required under the DGCL or the TBCA with respect to the Merger 1 under, the MGCL. Unless Target and under Buyer agree otherwise, the DGCL with respect Merger shall become effective when the Articles of Merger have been accepted for record by the State Department of Assessments and Taxation of Maryland or at such other time specified in the Articles of Merger (the "Merger Effective Time"), it being understood that the parties shall cause the Merger Effective Time to Merger 2occur as soon as practicable after the Closing. (b) On the Closing Date, prior to the Merger 1 Effective Time, Target Operating Partnership and Buyer Operating Partnership shall execute and file the certificate of merger with respect to the OP Merger, in such form as required by the relevant provisions of the DRULPA (the "LP Certificate of Merger"), and shall make all other filings or recordings and take all such other action required with respect to the OP Merger under the DRULPA. Unless Target and Buyer otherwise agree, the OP Merger shall become effective at such time as when the Merger 1 LP Certificate of Merger shall have has been duly filed accepted for record with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of State, or at such later other time as AmSurg and Holdings shall agree and specify specified in the Merger 1 Certificate of Merger and the Merger 1 Articles of Merger (such time as Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 LP Certificate of Merger (such time as the "Partnership Merger 2 becomes effective being the “Merger 2 Effective Time”"), it being understood that the parties shall cause the Partnership Merger Effective Time to occur prior to the Merger Effective Time.

Effective Times. (a) On the Closing Date, Merger Sub and the Company shall (i) first, New Amethyst shall duly execute and file a certificate articles of merger with respect to Merger 1 (the “Merger 1 Certificate Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the Laws of the State of Maryland and (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub under the MGCL in connection with the Company Merger. The Company Merger shall become effective upon the acceptance for record of the Articles of Merger by the SDAT or on such other date and time (not to exceed five (5) Business Days from the date the Articles of Merger are accepted for record by the SDAT) as shall be agreed to by the Company and Parent and specified in the Articles of Merger (such date and time being hereinafter referred to as the “Company Merger Effective Time”), it being understood and agreed that the parties shall cause the Company Merger Effective Time to occur immediately prior to the Partnership Merger Effective Time. (b) On the Closing Date, immediately after the Company Merger Effective Time, the Partnership shall file with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateDSOS”) a certificate of merger (the “Partnership Merger Certificate”), executed in accordance with the relevant applicable provisions of the DGCL DRULPA, and shall substantially concurrently file the articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under DRULPA to effect the DGCL or the TBCA with respect to Partnership Merger. The Partnership Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at after the Company Merger Effective Time upon such time as the Partnership Merger 1 Certificate of Merger shall have has been duly filed with accepted by the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 1 Certificate of Merger and the Merger 1 Articles of Merger DSOS (such time as Merger 1 becomes effective being the “Partnership Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being the “Merger 2 Effective Time”). (c) Unless otherwise agreed, the parties shall cause the Company Merger Effective Time and the Partnership Merger Effective Time to occur on the Closing Date.

Effective Times. (a) On If all the conditions to the Alternate Mergers set forth in Article 7 shall have been fulfilled or waived in accordance herewith and this Agreement shall not have been terminated as provided in Article 8, on the Closing Date, (i) first, New Amethyst shall file a certificate articles of merger (the "Articles of Merger") meeting the requirements of Article 5.04 of the TBCA (with respect to Merger 1 (the “Merger 1 Certificate of ▇▇▇▇▇▇▇▇ Merger”) shall be filed with the Secretary of State of the State of Delaware Texas and a certificate of merger (the “Delaware Secretary "Certificate of State”Merger") in accordance with meeting the relevant provisions requirements of Section 251 of the DGCL and shall substantially concurrently file the articles of merger (with respect to Merger 1 (the “Merger 1 Articles of Devon Merger”) A-43 shall be properly executed and filed with the Secretary of State of the State of Tennessee (Delaware. The ▇▇▇▇▇▇▇▇ Merger shall become effective upon the “Tennessee issuance of a certificate of merger by the Secretary of State”) State of the State of Texas in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DGCL or the TBCA with respect to Merger 1 and under the DGCL with respect to Merger 2. (b) Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger shall have been duly filed with the Delaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of StateTBCA, or at such later time that the parties hereto shall have agreed upon and designated in such filing as AmSurg and Holdings the effective time of the ▇▇▇▇▇▇▇▇ Merger (the "▇▇▇▇▇▇▇▇ Merger Effective Time"). The Devon Merger shall agree and specify in become effective upon the Merger 1 filing of the Certificate of Merger and the Merger 1 Articles of Merger (such time as Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have been duly filed with the Delaware Secretary of StateState of the State of Delaware, or at such later time that the parties hereto shall have agreed upon and designated in such filing as AmSurg and Holdings shall agree and specify the effective time of the Devon Merger (the "Devon Merger Effective Time"). Except as otherwise provided in the Merger 2 Certificate of Merger (such time as Merger 2 becomes effective being amendments to this Agreement contemplated by Exhibit B, references to the “Merger 2 "Effective Time”)" in this Agreement shall be deemed to be references to the earlier to occur of the ▇▇▇▇▇▇▇▇ Merger Effective Time and the Devon Merger Effective Time.