Common use of Second Merger Clause in Contracts

Second Merger. (a) Immediately after the Effective Time, Buyer will cause the Surviving Corporation to merge with and into Merger Sub II (the “Second Merger” and together with the Merger, the “Mergers”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “Surviving Entity”) in the Second Merger. (b) At the effective time of the Second Merger, all issued and outstanding shares of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing one hundred percent (100%) of the equity ownership interests in the Surviving Entity. (c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.

Second Merger. (a) Immediately after the Effective Time, Buyer Parent will cause the Surviving Corporation to merge with and into Merger Sub II (the “Second Merger” and together with the Merger, the “Mergers”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “Surviving Entity”) in the Second Merger. (b) At the effective time of the Second Merger, all issued and outstanding shares the common stock of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing one hundred percent (100%) % of the equity ownership interests in the Surviving Entity. (c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.

Second Merger. (a) Immediately after the Effective Time, Buyer will cause the Surviving Corporation to merge with and into Merger Sub II (the “Second Merger” and together with the Merger, the “Mergers”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “Surviving Entity”) in the Second Merger. (b) At the effective time of the Second Merger, all issued and outstanding shares the common stock of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing one hundred percent (100%) % of the equity ownership interests in the Surviving Entity. (c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.