Common use of Merger of Rocky Mountain Clause in Contracts

Merger of Rocky Mountain. II Acquisition with and into Rocky Mountain II. (a) Rocky Mountain II Merger. Subject to the prior satisfaction of each of the conditions precedent set forth in Section 4.1 hereof, and of each of the conditions precedent set forth in Section 4.6, which have not been waived in writing by Rocky Mountain II, and of each of the conditions precedent set forth in Section 4.10, which have not been waived in writing by the Holding Company, on the Closing Date, immediately following the consummation of the transactions contemplated by Section 3.2 of this Agreement, Rocky Mountain II Acquisition shall be merged with and into Rocky Mountain II (the "Rocky Mountain II Merger"); whereupon, (i) the separate existence of Rocky Mountain II Acquisition shall cease; (ii) Rocky Mountain II shall continue in existence and shall thereafter possess all of the purposes and powers of Rocky Mountain II Acquisition; (iii) Rocky Mountain II shall succeed to all of the assets, rights, properties, licenses, franchises and privileges of Rocky Mountain II Acquisition (if any), which shall be transferred to, vested in and devolved upon Rocky Mountain II without further act or deed, subject to all of the debts and obligations of Rocky Mountain II Acquisition (if any); and (iv) Rocky Mountain II shall thereafter be liable and responsible for all of the liabilities, duties, indebtedness, obligations and responsibilities of Rocky Mountain II Acquisition (if any). The Articles of Incorporation and Bylaws of Rocky Mountain II in effect as of the Effective Time of the Rocky Mountain II Merger shall continue to be the Articles of Incorporation and Bylaws of Rocky Mountain II. (b)

Merger of Rocky Mountain. II I Acquisition with and into Rocky Mountain II. I. (a) Rocky Mountain II I Merger. Subject to the prior satisfaction of each of the conditions precedent set forth in Section 4.1 hereof, and of each of the conditions precedent set forth in Section 4.64.5, which have not been waived in writing by Rocky Mountain III, and of each of the conditions precedent set forth in Section 4.10, which have not been waived in writing by the Holding Company, on the Closing Date, immediately following the consummation of the transactions contemplated by Section 3.2 of this Agreement, Rocky Mountain II I Acquisition shall be merged with and into Rocky Mountain II I (the "Rocky Mountain II I Merger"); whereupon, (i) the separate existence of Rocky Mountain II I Acquisition shall cease; (ii) Rocky Mountain II I shall continue in existence and shall thereafter possess all of the purposes and powers of Rocky Mountain II I Acquisition; (iii) Rocky Mountain II I shall succeed to all of the assets, rights, properties, licenses, franchises and privileges of Rocky Mountain II I Acquisition (if any), which shall be transferred to, vested in and devolved upon Rocky Mountain II I without further act or deed, subject to all of the debts and obligations of Rocky Mountain II I Acquisition (if any); and (iv) Rocky Mountain II I shall thereafter be liable and responsible for all of the liabilities, duties, indebtedness, obligations and responsibilities of Rocky Mountain II I Acquisition (if any). The Articles of Incorporation and Bylaws of Rocky Mountain II I in effect as of the Effective Time of the Rocky Mountain II I Merger shall continue to be the Articles of Incorporation and Bylaws of Rocky Mountain II. I. (b)