Common use of Filing and Effectiveness Clause in Contracts

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

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

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

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: : (ai) This this Agreement and the Merger shall have been adopted and approved by the shareholders and sole stockholder of each Constituent Corporation Corporation, as applicable, in accordance with the requirements of the Delaware Nevada General Corporation Law and the California Delaware General Corporation Law; ; (bii) All all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; ; (ciii) An an executed and acknowledged certificate of merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law 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 Agreement meeting the requirements of the California Nevada General Corporation Law shall have been filed with the Secretary of State of the State of CaliforniaNevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective be completed when the following actions shall have been completed: (a) This Agreement and the Merger shall have been was adopted and approved by the shareholders stockholders of each Constituent Corporation TNAV Holdings and TeleNav in accordance with the requirements of the Delaware General Corporation Law on — —, 20— and the California General Corporation Law— —, 20—, respectively; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Agreement and acknowledged counterpart Plan of this Agreement Merger meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed counterpart of this Agreement meeting the requirements . Pursuant to Section 252 of the California Delaware General Corporation Law shall have been filed with Law, the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaidshall be the date upon which subsections (a), (b) and (c) of this Section 1.2 are satisfied is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Merger Agreement shall and required under the California General Corporation Law and the Delaware General Corporation Law have been satisfied or duly waived by the party entitled to satisfaction thereof, which conditions shall include, without limitation, obtaining all necessary regulatory approvals, including, without limitation, the approval (or waiver of any approval requirements) of the Board of Governors of the Federal Reserve System and the California Commissioner of Financial Institutions; (b) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the California General Corporation Law has been filed with the Secretary of State of the State of California; and (c) An executed and acknowledged Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law shall have has been filed with the Secretary of State of the State of Delaware; and (d) An executed counterpart of this Agreement meeting the requirements of the California General Corporation Law shall have been filed with the Secretary of State of the State of California. The date and time when the Merger shall become effective, as aforesaid, effective is herein called the "Effective Date Time of the Merger."

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

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

Filing and Effectiveness. The Merger shall become effective ------------------------ when the following actions shall have been completed: (a) This this Agreement and the Merger shall have been adopted and approved by the stockholders of CPSI-Delaware and the shareholders of each Constituent Corporation CPSI-Alabama in accordance with the requirements of the Delaware General Corporation Law and the California General Alabama Business Corporation LawAct, as the case may be; (b) All all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An an executed and acknowledged Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed counterpart Articles of this Agreement Merger meeting the requirements of the California General Alabama Business Corporation Law Act shall have been filed with the Secretary of State of the State of CaliforniaAlabama. The date and time when the Merger shall become effective, as aforesaid, is herein called referred to as the "Effective Date of the Merger."

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

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

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