Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger will become effective when the following actions will have been completed: (a) This Merger Agreement and the Merger will have been adopted and approved by the sole stockholder of Acacia Delaware and the shareholders of Acacia California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will have been filed with the Secretary of State of the State of California. The date and time when the Merger will become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGER."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will have been was adopted and approved by the sole stockholder of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw on May , 1997 and July 31, 1997, respectively; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall not become effective when until the following actions will have been shall be completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the stockholders of ENCAD California and the sole stockholder of Acacia ENCAD Delaware and the shareholders of Acacia California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting Agreement, a Certificate of Ownership or any other document filed with the requirements Secretary of State of the California General Corporation Law will State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, effective as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: : (ai) This Merger this Agreement and the Merger will shall have been adopted and approved by the sole stockholder stockholders of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; Corporations Code; (bii) All all of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; ; (ciii) An an executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and and (div) An an executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the shareholders of Accuray California and the sole stockholder of Acacia Accuray Delaware and the shareholders of Acacia California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawCorporations Code, respectively; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGER“Effective Time."”

Filing and Effectiveness. The Merger will become effective ------------- ------------------------ when the following actions will have been completed: (a) This Merger Agreement and the Merger will have been adopted and approved by the sole stockholder board of Acacia Delaware and directors and/or the shareholders stockholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Ownership and Merger or meeting the requirements of the Delaware General Corporation Law and an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law and California General Corporation Law will have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will have been filed with , and the Secretary of State of the State of California, respectively. The date and time when the Merger will become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (aA) This Merger Agreement and the Merger will shall have been adopted and approved by the sole stockholder stockholders of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (bB) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (cC) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (dD) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The Merger shall become effective on November 22, 1996, or such later date and time when as the Merger will become effective, as aforesaid, is herein called foregoing actions have been completed (the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger")."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the sole stockholder stockholders of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawCorporations Code; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate Executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will Corporations Code shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGER“Effective Date of the Merger”."

Filing and Effectiveness. The Merger will shall not become effective when until the following actions will have been shall be completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the stockholders of AMS and the sole stockholder of Acacia Delaware and the shareholders of Acacia California, NQL in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed counterpart of this Agreement, a Certificate of Merger or an executed counterpart any other document filed with the Secretary of this Merger Agreement meeting the requirements State of the California General Corporation Law will State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, effective as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the sole stockholder of Acacia KFY Delaware and the shareholders of Acacia KFY California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the sole stockholder board of Acacia Delaware and directors and/or the shareholders stockholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Ownership and Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will and California General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will have been filed with Delaware and the Secretary of State of the State of California, respectively. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGER“Effective Date of the Merger."”

Filing and Effectiveness. The Merger will shall not become effective when until the following actions will have been shall be completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the shareholders of BARRA California and the sole stockholder of Acacia BARRA Delaware and the shareholders of Acacia California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement Agreement, together with any and all other necessary documents and instruments meeting the requirements of the California General Corporation Law will of the State of California, shall have been filed with the Secretary of State of the State of California. The date This Agreement and time when the Merger will shall become effective, as aforesaid, is herein called effective upon the filing of an executed Certificate of Merger or an executed counterpart of this Agreement with the Secretary of State of the State of Delaware (the "EFFECTIVE DATE OF THE MERGEREffective Date")."

Filing and Effectiveness. The Merger will shall not become effective when until the following actions will have been shall be completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the stockholders of the Dura California and the sole stockholder of Acacia Dura Delaware and the shareholders of Acacia California, in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw of the State of California; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting Agreement, a Certificate of Ownership or any other document filed with the requirements Secretary of State of the California General Corporation Law will State of Delaware pursuant to section (c) above, shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, effective as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will have been was adopted and approved by the sole stockholder of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw on October 1, 1996 and December 19, 1996, respectively; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will have been were adopted and approved by the sole stockholder stockholders of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw on March 31, 1999; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof;: (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the ------------------------ following actions will shall have been completed: (a) This Merger Agreement and the Merger will have been was adopted and approved by the sole stockholder of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation LawLaw on October 14, 1996 and November 14, 1996, respectively; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."

Filing and Effectiveness. The Merger will shall become effective when the following actions will shall have been completed: (a) This Merger Agreement and the Merger will shall have been adopted and approved by the sole stockholder of Acacia Delaware and the shareholders of Acacia California, each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the covenants and conditions precedent to the consummation of the Merger specified in this Merger Agreement will shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law will shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law will shall have been filed with the Secretary of State of the State of California. The date and time when the Merger will shall become effective, as aforesaid, is herein called the "EFFECTIVE DATE OF THE MERGEREffective Date of the Merger."