Common use of Post-Closing Merger Clause in Contracts

Post-Closing Merger. Immediately following the Effective Time, the Parent shall cause the LLC Sub Merger, with LLC Sub continuing as the surviving entity in such merger as a direct wholly owned subsidiary of the Parent, pursuant to a merger agreement substantially in the form attached hereto as Exhibit B (the “LLC Sub Merger Agreement”). At the time of and immediately after the LLC Sub Merger, the Parent shall own all of the membership interests and other equity, if any, in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from the Parent for U.S. federal income Tax purposes.

Post-Closing Merger. Immediately following the Effective Time, the Parent shall cause the Surviving Corporation to merge with and into LLC Sub MergerSub, with LLC Sub continuing as the surviving entity in such merger as a direct wholly wholly-owned subsidiary of the Parent, pursuant to a substantially in accordance with the terms of the merger agreement substantially in the form attached hereto as Exhibit B (E. From and after such merger, LLC Sub shall be the “Surviving Corporation for purposes of this Agreement. When the LLC Sub Merger Agreement”). At the time of and immediately after the LLC Sub Mergeroccurs, the Parent shall own all of the membership interests and other equity, if any, equity in LLC Sub and shall be the sole member of LLC Sub, and LLC Sub shall be treated as an entity disregarded as separate from the Parent for U.S. United States federal income Tax tax purposes.