Common use of Merger Closing Clause in Contracts

Merger Closing. (a) The Merger shall be consummated (the “Closing”) at 9:00 a.m. (central time) on a date to be specified by Parent (the “Closing Date”), which shall be no later than the later of (i) January 3, 2017, (ii) the second Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 6 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), and (iii) forty days after the Company has filed its quarterly report on Form 10-Q for the quarter ended September 30, 2016 at the offices of Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 2200 ▇▇▇▇▇ Fargo Center, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (b) At the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Minnesota articles of merger (the “Articles of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the MBCA and shall make all other filings or recordings required under the MBCA (if any). The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Minnesota, or at such later time as Parent and the Company shall agree and specify in the Articles of Merger (the date and time the Merger becomes effective, the “Effective Time”).

Merger Closing. (a) The Merger shall be consummated (the “Closing”) at 9:00 10:00 a.m. (central timeEastern Standard Time) on a date to be specified by Parent (the “Closing Date”)parties, which shall be no later than the later of second (i2nd) January 3, 2017, (ii) the second Business Day business day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 6 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), and (iii) forty days after the Company has filed its quarterly report on Form 10-Q for the quarter ended September 30, 2016 at the offices of Faegre ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLP, 2200 ▇▇▇▇▇ Fargo Center& Dodge LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “Closing Date”). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Minnesota articles Delaware a certificate of merger or other appropriate documents (in any such case, the “Articles Certificate of Merger”), ) in such form as required by, and executed in accordance with, the relevant provisions of the MBCA DGCL and shall make all other filings or recordings required under the MBCA (if any)DGCL. The Merger shall become effective at such time as the Articles Certificate of Merger are is duly filed with the Secretary of State of the State of MinnesotaDelaware, or at such later time as Parent and the Company shall agree and specify in the Articles Certificate of Merger (the time and date and time the Merger becomes effective, effective being the “Effective Time”” and “Effective Date” respectively).

Merger Closing. (a) The Merger shall be consummated consummation of the Transactions (the “Closing”) at 9:00 a.m. (central time) shall take place on a date to be specified by Parent (the “Closing Date”), which shall be no later than the later of (i) January 3, 2017, (ii) the second third Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 6 (other than any such conditions that by their nature cannot only can be satisfied until on the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date)) or such other time, place and (iii) forty days after date as Parent and the Company has filed its quarterly report may mutually agree in writing. The date on Form 10-Q for which the quarter ended September 30closing is to occur is referred to as the “Closing Date.” (b) The Closing shall be effected, 2016 to the extent practical and legally permissible, remotely by teleconference or other means of telecommunication following the electronic delivery of documents and instruments to be held in escrow pending authorization to release at the Closing. Subject to the foregoing, the designated location of the Closing shall be offices of Faegre Drinker ▇▇▇▇▇▇ ▇▇& ▇▇▇▇▇ LLP, 2200 ▇▇▇▇▇ Fargo Center, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Center, ▇▇▇▇▇▇▇▇▇▇▇90 South Seventh Street, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Minneapolis, Minnesota 55402 or at such other location that the parties may agree. (bc) At the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Minnesota articles of merger (the “Articles of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the MBCA and shall make all other filings or recordings required under the MBCA (if any). The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Minnesota, or at such later time as Parent and the Company shall agree and specify in the Articles of Merger (the date and time the Merger becomes effective, the “Effective Time”).