Common use of Second Merger Clause in Contracts

Second Merger. As soon as reasonably practicable after the Effective Time, and in any event within one year after the Effective Time, unless otherwise provided below in this Section 5.15, Parent shall cause the Second Merger to be effected by, among other things, adopting and causing the Surviving Corporation to adopt an agreement and plan of merger and reorganization pursuant to which the Surviving Corporation shall be merged with and into Merger Sub I, with Merger Sub I being the entity surviving the Second Merger as a wholly owned subsidiary of Parent. There shall be no conditions to the Second Merger, other than (a) the consummation of the Merger, (b) the absence of any legal prohibition on completing the Second Merger, (c) there not being an Inadequate Continuity of Interest and (d) the receipt by Parent and Company of a written opinion of Exxxxxx Wxxxxxx Xxxxxx LLP, counsel to Parent, and Squire, Sxxxxxx & Dxxxxxx (US) LLP, counsel to the Company, respectively, in form and substance reasonably satisfactory to Parent and Company, respectively, to the effect that the Mergers, taken together, will constitute a “reorganization” within the meaning of Section 368 of the Code, and neither of such opinions shall have been withdrawn. Such opinions may rely on representations as such counsel reasonably deems appropriate and on typical assumptions. If any of the foregoing conditions is not satisfied, the Second Merger shall not occur and the provisions of this Agreement pertaining to the Mergers qualifying as a “reorganization” within the meaning of Section 368 of the Code shall not apply.

Second Merger. As soon as reasonably practicable after the Effective Time, and in any event within one year after the Effective Time, unless otherwise provided below in this Section 5.15, Parent shall cause the Second Merger to be effected by, among other things, adopting and causing the Surviving Corporation to adopt an agreement and plan of merger and reorganization pursuant to which the Surviving Corporation shall be merged with and into Merger Sub I, with Merger Sub I being the entity surviving the Second Merger as a wholly owned subsidiary of Parent. There shall be no conditions to the Second Merger, other than (a) the consummation of the Merger, (b) the absence of any legal prohibition on completing the Second Merger, (c) there not being an Inadequate Continuity of Interest and (d) the receipt by Parent and Company of a written opinion of Exxxxxx Wxxxxxx Xxxxxxx Xxxxxxx Xxxxxx LLP, counsel to Parent, and Squire, Sxxxxxx Xxxxxxx & Dxxxxxx Xxxxxxx (US) LLP, counsel to the Company, respectively, in form and substance reasonably satisfactory to Parent and Company, respectively, to the effect that the Mergers, taken together, will constitute a “reorganization” within the meaning of Section 368 of the Code, and neither of such opinions shall have been withdrawn. Such opinions may rely on representations as such counsel reasonably deems appropriate and on typical assumptions. If any of the foregoing conditions is not satisfied, the Second Merger shall not occur and the provisions of this Agreement pertaining to the Mergers qualifying as a “reorganization” within the meaning of Section 368 of the Code shall not apply.

Second Merger. As Unless the All-Cash Election shall have been made, as soon as reasonably practicable after the Effective Time, and in any event within one year but not later than 15 days after the Effective Time, unless otherwise provided below in this Section 5.15, Parent shall adopt and shall cause the Second Merger to be effected by, among other things, adopting and causing the Surviving Corporation to adopt an agreement and plan of merger and reorganization with respect to the Second Merger pursuant to which which, not later than 15 days after the Effective Time, the Surviving Corporation shall be merged with and into Merger Sub IParent or, with Merger Sub I being the entity surviving the Second Merger as at Parent’s election, a wholly owned subsidiary of Parent, with Parent or such subsidiary being the surviving corporation of the Second Merger. There Notwithstanding the foregoing, Parent and the Surviving Corporation shall not cause the Second Merger to be no conditions effected unless Parent and the Company have received, prior to the consummation of the Second Merger, other than an opinion of Xxxxxx Godward LLP reasonably satisfactory to Parent (athe “Closing Tax Opinion”) that the Offer, the Merger and the Second Merger together should constitute a reorganization under the provisions of Section 368(a) of the Code. The Closing Tax Opinion may rely on the tax representation letters described in Section 6.14 and on typical assumptions. It is intended that, unless the All-Cash Election shall have been made, and absent a change in facts or law subsequent to the date of this Agreement that prevents Parent from obtaining the Closing Tax Opinion, (i) the consummation of the MergerSecond Merger shall occur, (bii) the absence acquisition of any legal prohibition on completing shares of Company Common Stock pursuant to the Offer, followed by the Merger and the Second Merger, (ctogether would qualify as a reorganization under the provisions of Section 368(a) there not being an Inadequate Continuity of Interest the Code, and (diii) the receipt by Parent and Company of a written opinion of Exxxxxx Wxxxxxx Xxxxxx LLP, counsel to Parent, and Squire, Sxxxxxx & Dxxxxxx (US) LLP, counsel to the Company, respectively, in form and substance reasonably satisfactory to Parent and Company, respectively, to the effect that the Mergers, taken together, will this Agreement would constitute a “plan of reorganization” within the meaning of Section 368 section 1.368-2(g) of the regulations under the Code. In the event that Xxxxxx Godward LLP is unable to render the Closing Tax Opinion, and neither of such opinions shall have been withdrawn. Such opinions may rely on representations as such counsel reasonably deems appropriate and on typical assumptions. If any the condition in this Section 6.15 relating to the delivery of the foregoing conditions is not satisfied, Closing Tax Opinion to Parent shall be deemed satisfied if Xxxxxxx XxXxxxxxx LLP renders the Second Merger shall not occur and the provisions of this Agreement pertaining Closing Tax Opinion to the Mergers qualifying as a “reorganization” within the meaning of Section 368 of the Code shall not applyParent.

Second Merger. As soon as reasonably practicable after the Effective Time, and in any event within one year after the Effective Time, unless otherwise provided below in this Section 5.156.13, Parent shall cause the Second Merger to be effected by, among other things, adopting and causing the Surviving Corporation to adopt an agreement and plan of merger and reorganization pursuant to which the Surviving Corporation shall be merged with and into Merger Sub I, with Merger Sub I being the entity surviving the Second Merger as a wholly owned subsidiary of Parent. There shall be no conditions to the Second Merger, other than (a) the acquisition of Shares pursuant to the Offer, (b) the consummation of the Merger, (bc) the absence of any legal prohibition on completing the Second Merger, (cd) there not being an Inadequate Continuity of Interest and (de) the receipt by Parent and the Company of a written opinion of Exxxxxx Wxxxxxx Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to Parent, and SquireXxxxxxxxxx & Xxxxx, Sxxxxxx & Dxxxxxx (US) LLPP.A., counsel to the Company, respectively, in form and substance reasonably satisfactory to Parent and the Company, respectively, to the effect that the Offer and the Mergers, taken together, will constitute a “"reorganization” " within the meaning of Section 368 of the Code, and neither of such opinions shall have been withdrawn. Such opinions may rely on representations as such counsel reasonably deems appropriate and on typical assumptions. If any of the foregoing conditions is not satisfied, the Second Merger shall not occur and the provisions of this Agreement pertaining to the Offer and the Mergers qualifying as a “"reorganization” " within the meaning of Section 368 of the Code shall not apply.

Second Merger. As soon as reasonably practicable after the Effective Time, and in any event within one year after the Effective Time, unless otherwise provided below in this Section 5.15, Parent shall adopt and shall cause the Second Merger to be effected by, among other things, adopting and causing the Surviving Corporation to adopt an agreement and plan of merger and reorganization pursuant to which the Surviving Corporation shall be merged with and into Merger Sub IParent or, with Merger Sub I being the entity surviving the Second Merger as at Parent's election, a direct wholly owned subsidiary of Parent, with Parent or such subsidiary being the surviving corporation of such merger. There Notwithstanding the foregoing, Parent and the Surviving Corporation shall not cause the Second Merger to be no conditions effected unless Parent and the Company have received, on or prior to the Second MergerAcceptance Date, other than (a) the consummation of the Merger, (b) the absence of any legal prohibition on completing the Second Merger, (c) there not being an Inadequate Continuity of Interest and (d) the receipt by Parent and Company of a written opinion of Exxxxxx Wxxxxxx Xxxxxx Gibson Dunn & Crutcher LLP, counsel to Parenttx Xxxxnx, xnd xx xxxxxon of Wilson Sonsini Goodrich and SquireRosati, Sxxxxxx & Dxxxxxx (US) LLPPxxxxxxxxxxx Xxxxxxxxxxx, counsel to couxxxx xo the Company, respectively, in form and substance reasonably satisfactory to Parent and the Company, respectivelyrespectively (the "CLOSING TAX OPINIONS"), to the effect that the MergersOffer, taken together, the Merger and the Second Merger together will constitute a “reorganization” within reorganization under the meaning provisions of Section 368 368(a) of the Code. The Closing Tax Opinions may rely on customary representations as reasonably requested by such counsel and on typical assumptions. Parent, Acquisition, and the Company agree to provide to such counsel such representations as such counsel reasonably requests in connection with rendering such opinions; provided however, that the opinions set forth in the Closing Tax Opinions shall not be conditioned on any representations or assumptions related to the value of Parent Common Stock after the Acceptance Date. It is intended that, absent a change in facts or law subsequent to the date hereof that prevents Parent or the Company from obtaining such opinions, the Second Merger shall occur and that the acquisition of the Shares pursuant to the Offer, followed by the Merger and the Second Merger, together qualify as a reorganization under the provisions of Section 368(a) of the Code, and neither of such opinions shall have been withdrawn. Such opinions may rely on representations as such counsel reasonably deems appropriate and on typical assumptions. If any of the foregoing conditions is not satisfied, the Second Merger shall not occur and the provisions of that this Agreement pertaining to the Mergers qualifying as constitute a “"plan of reorganization” " within the meaning of Section 368 section 1.368-2(g) of the Code regulations promulgated under the Code. In the event that counsel for the Company is unable to render a Closing Tax Opinion, the opinion condition of this section 4.19 shall not applybe deemed satisfied if counsel for Parent renders a Closing Tax Opinion to the Company.