Extract to table

The registered agent of Acquisition Sub shall be located at Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801

1 — The Merger Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, Acquisition Sub shall be merged with and into the Company

As a result of the Merger, the separate corporate existence of Acquisition Sub shall cease at the Effective Time, and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall become a direct wholly owned subsidiary of Parent

The Merger shall have the effects set forth in Section 259 of the DGCL and the other applicable provisions of the DGCL

2 — Closing The closing of the Merger (the "Closing") shall take place on the second (2nd) Business Day following the date on which the last of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) shall have been satisfied or waived, or on such other date as Parent and the Company may mutually agree in writing

The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time")