Common use of Merger and Effect of Merger Clause in Contracts

Merger and Effect of Merger. (a) In connection with the Merger, each of the Company and the Buyer have approved, by resolutions duly adopted, this Agreement as their “Plan of Merger” within the meanings of Section 7-90-203.4 of the Colorado Corporations and Associations Act (the “CCAA”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”). Subject to the provisions of this Agreement, the Statement of Merger as required by Section 7-90-203.7 of the CCAA (the “Statement of Merger”) and the Certificate of Merger as required by Section 18-209(c) of the DLLCA (the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the Company, Buyer and such other parties as may be appropriate, and thereafter (i) the Statement of Merger shall be delivered to the Secretary of State of Colorado (the “Colorado Department”), as provided in Section 7-90-203.7 of the CCAA, and (ii) Certificate of Merger shall be delivered to the Secretary of State of Delaware (the “Delaware Department”), as provided in Section 18-209(c) of the DLLCA, each for filing as soon as practicable on or after the date on which the Closing occurs. The Merger shall become effective on the date and at the time of the acceptance of the Statement of Merger by the Colorado Department, or, if a later or delayed effective time is stated in the Statement of Merger, then at such later date and time (the “Effective Time”). (b) At the Effective Time, the separate existence of the Buyer (PITA II LLC, a Delaware limited liability company) shall cease, the Buyer shall be merged with and into the Company (Beatport, LLC, a Colorado limited liability company) and the Company, as the surviving company in the Merger, shall continue its existence under the laws of the State of Colorado (the “Surviving Company”) under the name of “Beatport, LLC.” At and after the Effective Time, the Merger will have the effects set forth in Section 7-90-204 of the CCAA and Section 18-209(g) of the DLLCA. (c) At the Effective Time, (i) the articles of organization of the Company, as in effect immediately prior to the Effective Time, shall be the articles of organization of the Surviving Company immediately after the Effective Time, and shall thereafter continue to be its articles of organization until amended as provided therein and under the CCAA, and (ii) the operating agreement of the Company shall be amended and restated so as to read in its entirety as set forth in Exhibit D, and as so amended shall be the operating agreement of the Surviving Company until amended as provided therein and applicable Law. (d) The following individuals shall be the managers of the Surviving Company immediately after the Effective Time: Xxxxxx F.X Sillerman and Xxxxxxx X.

Merger and Effect of Merger. (a) In connection Subject to the terms and conditions contained herein, at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the Mergerrequirements of the NJBCA, each whereupon the separate existence of the Company shall cease, and Merger Sub shall be the Buyer have approved, by resolutions duly adopted, this Agreement as their “Plan surviving corporation of Merger” within the meanings of Section 7-90-203.4 of the Colorado Corporations and Associations Act such Merger (the “CCAA”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCASurviving Corporation”). . (b) Subject to the provisions of this AgreementArticle 7 and Article 8, the Statement of Merger as required by Section 7-90-203.7 closing of the CCAA Merger (the “Statement of Merger”) and the Certificate of Merger as required by Section 18-209(c) of the DLLCA (the “Certificate of MergerClosing”) shall take place in Miami, Florida at the offices of Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A., 000 X. Xxxxxxx Street, Miami, Florida 33130 on February 15, 2007, or otherwise as soon as possible, but in any event no later than two (2) Business Days after the date the last of the conditions set forth in Articles 7 and 8 (other than conditions that by their nature are to be duly preparedsatisfied at the Closing, executed but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) has been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent, on the one hand, and acknowledged by Bancorp and the Company, Buyer and such on the other parties as hand, may be appropriate, and thereafter mutually agree (i) the Statement of Merger shall be delivered to the Secretary of State of Colorado (the “Colorado Department”), as provided in Section 7-90-203.7 of the CCAA, and (ii) Certificate of Merger shall be delivered to the Secretary of State of Delaware (the “Delaware Department”), as provided in Section 18-209(c) of the DLLCA, each for filing as soon as practicable on or after the date on which the Closing occursactually occurs being herein referred to as the “Closing Date”). (c) Upon the Closing, the Company and Merger Sub shall file a certificate of merger with the New Jersey Secretary of State and make all other filings or recordings required by the NJBCA in connection with the Merger. The Merger shall become effective on the date and at the time of the acceptance of the Statement of Merger by the Colorado Department, or, if a later or delayed effective time is stated in the Statement of Merger, then at such later date and time (the “Effective Time”)) as the certificate of merger is duly filed with the New Jersey Secretary of State. (bd) At the Effective Time, the separate existence of the Buyer (PITA II LLC, a Delaware limited liability company) shall cease, the Buyer shall be merged with and into the Company (Beatport, LLC, a Colorado limited liability company) and the Company, as the surviving company in the Merger, shall continue its existence under the laws of the State of Colorado (the “Surviving Company”) under the name of “Beatport, LLC.” At From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger will Sub, all as provided under the NJBCA. (e) The Merger shall have the effects set forth in Section 714A:10-90-204 6 of the CCAA and Section 18-209(g) of the DLLCANJBCA. (c) At the Effective Time, (i) the articles of organization of the Company, as in effect immediately prior to the Effective Time, shall be the articles of organization of the Surviving Company immediately after the Effective Time, and shall thereafter continue to be its articles of organization until amended as provided therein and under the CCAA, and (ii) the operating agreement of the Company shall be amended and restated so as to read in its entirety as set forth in Exhibit D, and as so amended shall be the operating agreement of the Surviving Company until amended as provided therein and applicable Law. (d) The following individuals shall be the managers of the Surviving Company immediately after the Effective Time: Xxxxxx F.X Sillerman and Xxxxxxx X.

Merger and Effect of Merger. (a) In connection Subject to the terms and conditions contained herein, at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the Mergerrequirements of the NJBCA, each whereupon the separate existence of the Company shall cease, and Merger Sub shall be the Buyer have approved, by resolutions duly adopted, this Agreement as their “Plan surviving corporation of Merger” within the meanings of Section 7-90-203.4 of the Colorado Corporations and Associations Act such Merger (the “CCAA”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCASurviving Corporation”). . (b) Subject to the provisions of this AgreementArticle 7 and Article 8, the Statement of Merger as required by Section 7-90-203.7 closing of the CCAA Merger (the “Statement of Merger”) and the Certificate of Merger as required by Section 18-209(c) of the DLLCA (the “Certificate of MergerClosing”) shall take place in Miami, Florida at the offices of Sxxxxxx Wxxxxx Mxxxxx Wxxxxxxx Axxxxxxx & Sxxxxxxxx, P.A., 100 X. Xxxxxxx Street, Miami, Florida 33130 on February 15, 2007, or otherwise as soon as possible, but in any event no later than two (2) Business Days after the date the last of the conditions set forth in Articles 7 and 8 (other than conditions that by their nature are to be duly preparedsatisfied at the Closing, executed but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) has been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent, on the one hand, and acknowledged by Bancorp and the Company, Buyer and such on the other parties as hand, may be appropriate, and thereafter mutually agree (i) the Statement of Merger shall be delivered to the Secretary of State of Colorado (the “Colorado Department”), as provided in Section 7-90-203.7 of the CCAA, and (ii) Certificate of Merger shall be delivered to the Secretary of State of Delaware (the “Delaware Department”), as provided in Section 18-209(c) of the DLLCA, each for filing as soon as practicable on or after the date on which the Closing occursactually occurs being herein referred to as the “Closing Date”). (c) Upon the Closing, the Company and Merger Sub shall file a certificate of merger with the New Jersey Secretary of State and make all other filings or recordings required by the NJBCA in connection with the Merger. The Merger shall become effective on the date and at the time of the acceptance of the Statement of Merger by the Colorado Department, or, if a later or delayed effective time is stated in the Statement of Merger, then at such later date and time (the “Effective Time”)) as the certificate of merger is duly filed with the New Jersey Secretary of State. (bd) At the Effective Time, the separate existence of the Buyer (PITA II LLC, a Delaware limited liability company) shall cease, the Buyer shall be merged with and into the Company (Beatport, LLC, a Colorado limited liability company) and the Company, as the surviving company in the Merger, shall continue its existence under the laws of the State of Colorado (the “Surviving Company”) under the name of “Beatport, LLC.” At From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger will Sub, all as provided under the NJBCA. (e) The Merger shall have the effects set forth in Section 714A:10-90-204 6 of the CCAA and Section 18-209(g) of the DLLCANJBCA. (c) At the Effective Time, (i) the articles of organization of the Company, as in effect immediately prior to the Effective Time, shall be the articles of organization of the Surviving Company immediately after the Effective Time, and shall thereafter continue to be its articles of organization until amended as provided therein and under the CCAA, and (ii) the operating agreement of the Company shall be amended and restated so as to read in its entirety as set forth in Exhibit D, and as so amended shall be the operating agreement of the Surviving Company until amended as provided therein and applicable Law. (d) The following individuals shall be the managers of the Surviving Company immediately after the Effective Time: Xxxxxx F.X Sillerman and Xxxxxxx X.

Merger and Effect of Merger. (a) In connection with the Merger, each of the Company and the Buyer have Seller has approved, by resolutions duly adopted, the provisions of this Agreement as their “Plan of Merger” within the meanings meaning of Section 7-90-203.4 of the Colorado Corporations and Associations Act (the “CCAA”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”) and Section 00-00-000 of the North Dakota Limited Liability Company Act (the “NDLLCA”). Subject to the provisions of this Agreement, the Statement of Merger as required by Section 7-90-203.7 of the CCAA (the “Statement of Merger”) and the Certificate of Merger as required by Section 18-209(c) 209 of the DLLCA and in the form attached hereto as Exhibit C (the “Certificate of Merger”) and the Articles of Merger as required by Section 00-00-000 of the NDLLCA and in the form attached hereto as Exhibit D (the “Articles of Merger”) shall each be duly prepared, executed and acknowledged by the Company, Buyer and such other parties as may be appropriate, and thereafter (i) the Statement Certificate of Merger shall be executed and delivered to the Secretary of State of Colorado (the “Colorado Department”), as provided in Section 7-90-203.7 of the CCAA, and (ii) Certificate of Merger shall be delivered to the Secretary of State of Delaware (the “Delaware Department”), as provided in Section 18-209(c) 209 of the DLLCA, each and the Articles of Merger shall be executed and delivered to the Secretary of State of the State of North Dakota (the “North Dakota Department”), as provided in Section 00-00-000 of the NDLLCA, for filing as soon as practicable on or after the date on which the Closing occurs. The Merger shall become effective on the later of (i) the date and at the time of the acceptance of the Statement Certificate of Merger by the Colorado Delaware Department and (ii) the date and at the time of the acceptance of the Articles of Merger by the North Dakota Department, or, if a later ; or delayed effective time is stated in the Statement of Merger, then at such later date and time thereafter as the Parties may otherwise agree (the “Effective Time”). (b) At the Effective Time, the separate corporate existence of the Buyer (PITA II LLC, a Delaware limited liability company) Company shall cease, the Buyer Company shall be merged with and into the Company (Beatport, LLC, a Colorado limited liability company) Buyer and the CompanyBuyer, as the surviving company in the Merger, shall continue its corporate existence under the laws of the State of Colorado Delaware (the “Surviving Company”) under a name to be determined by the name of “Beatport, LLC.” Parties prior to the Closing. At and after the Effective Time, the Merger will have the effects set forth in Section 718-90-204 209 of the CCAA DLLCA and Section 1800-209(g00-000 of the NDLLCA. The Merger is intended by the Parties to qualify as a reorganization pursuant to Section 368(a)(1)(A) of the DLLCACode. The Company, Parent, and Buyer will each be a party to the plan of reorganization within the meaning of Section 368(b) of the Code and each hereby adopts this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) of the Treasury Regulations. (c) At the Effective Time, (i) the articles The Certificate of organization Formation and Operating Agreement of the CompanyBuyer, as in effect immediately prior to the Effective Time, shall be the articles Certificate of organization Formation and Operating Agreement of the Surviving Company immediately after the Effective Time, Time and shall thereafter continue to be its articles Certificate of organization Formation and Operating Agreement until amended as provided therein and under the CCAA, and (ii) the operating agreement of the Company shall be amended and restated so as to read in its entirety as set forth in Exhibit D, and as so amended shall be the operating agreement of the Surviving Company until amended as provided therein and applicable LawDLLCA. (d) The following individuals officers of Buyer holding office immediately prior to the Effective Time shall be the managers officers of Buyer as the Surviving Company immediately after the Effective Time: Xxxxxx F.X Sillerman and Xxxxxxx X.. The officers of Buyer immediately prior to the Effective Time shall be the officers of Buyer as the Surviving Company immediately after the Effective Time.