Common use of First Merger and Second Merger Clause in Contracts

First Merger and Second Merger. Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The Company will continue as the surviving corporation in the First Merger (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of Acquirer. Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Merger Sub II, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving Entity”).

First Merger and Second Merger. Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The Company will continue as the surviving corporation entity in the First Merger (sometimes referred to herein as the “First Step Surviving CorporationCompany”) and as a direct, wholly owned subsidiary of Acquirer. Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation Company shall merge be merged with and into Merger Sub II, and the separate corporate existence of the First Step Surviving Corporation Company shall cease and cease. Merger Sub II shall will continue as the surviving entity in the Second Merger (sometimes referred to herein as the “Final Surviving Entity”).

First Merger and Second Merger. Upon the terms of and subject to the conditions set forth hereinin this Agreement, and in accordance with the DGCL, at the Effective Time, First Merger Sub I shall be merged with and into the Company. As a result of such Merger, the separate corporate existence of First Merger Sub shall cease, and the separate existence of Merger Sub I Company shall cease. The Company will continue as the surviving corporation in of the First Merger (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary Subsidiary of AcquirerParent. Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Second Merger Sub IISub, the separate corporate existence of the First Step Surviving Corporation shall cease and Second Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving EntityCompany”).

First Merger and Second Merger. Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The Company will continue as the surviving corporation in the First Merger (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of Acquirer. Upon the terms and subject to the conditions set forth herein, at the Second Effective TimeTime (as defined below), the First Step Surviving Corporation shall merge with and into Merger Sub II, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving Entity”).

First Merger and Second Merger. Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The cease and the Company will continue as the surviving corporation in the First Merger shall become a wholly owned subsidiary of Acquirer (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of Acquirer). Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Merger Sub II, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving Entity”). The parties intend that the First Merger and the Second Merger be treated as integrated steps in the transaction contemplated by this Agreement and as a single “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g).

First Merger and Second Merger. Upon the terms of and subject to the conditions set forth hereinin this Agreement, and in accordance with the CGCL, at the Effective Time, First Merger Sub I shall be merged with and into the Company. As a result of such Merger, the separate corporate existence of First Merger Sub shall cease, and the separate existence of Merger Sub I Company shall cease. The Company will continue as the surviving corporation in of the First Merger (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary Subsidiary of AcquirerParent. Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Second Merger Sub IISub, the separate corporate existence of the First Step Surviving Corporation shall cease and Second Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving EntityCompany”).

First Merger and Second Merger. Upon the terms of and subject to the conditions set forth hereinin this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub I shall be merged with and into the Company. As a result of such Merger, and the separate corporate existence of Merger Sub I shall cease. The , and the Company will shall continue as the surviving corporation in of the First Merger (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of AcquirerParent. Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Merger Sub II, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving Entity”).

First Merger and Second Merger. Upon the terms of and subject to the conditions set forth hereinin this Agreement, and in accordance with the CCC, at the Effective Time, Merger Sub I shall be merged with and into the Company. As a result of such Merger, and the separate corporate existence of Merger Sub I shall cease. The , and the Company will shall continue as the surviving corporation in of the First Merger (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, direct wholly owned subsidiary of AcquirerBuyer. Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Merger Sub II, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving Entity”).

First Merger and Second Merger. Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The cease and the Company will continue as the surviving corporation in the First Merger shall become a wholly owned subsidiary of Acquirer (sometimes referred to herein as the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of Acquirer). Upon the terms and subject to the conditions set forth herein, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Merger Sub II, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (sometimes referred to herein as the “Final Surviving Entity”).