Common use of Subsequent Merger Clause in Contracts

Subsequent Merger. (a) Immediately after the Effective Time, the Surviving Corporation shall merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The effects of the Subsequent Merger shall be as provided in this Agreement and the applicable provisions of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles of Organization and Operating Agreement of the Surviving Company shall be as mutually agreed by Parent and the Company prior to filing the Joint Proxy Statement with the SEC. (b) The Merger and Subsequent Merger, taken together as a single integrated transaction for U.S. federal income tax purposes, and along with the other transactions effected pursuant to this Agreement, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock converted in such merger into the right to receive the consideration provided for hereunder. This Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). (c) Each of the Parties hereto shall, and shall cause its affiliates to, treat the Merger and Subsequent Merger for all Tax purposes consistent with Section 1.3(b) unless required to do otherwise by applicable Law.

Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall to merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles Certificate of Organization Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed by Parent Exhibit A and the Company prior to filing the Joint Proxy Statement with the SECExhibit B, respectively. (b) The Merger and Subsequent Merger, taken together as a single integrated transaction for U.S. federal income tax purposes, and along with the other transactions effected pursuant to this Agreementtogether, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock converted in such merger into the right to receive the consideration provided for hereunder. This Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). (c) Each of the Parties parties hereto shall, and shall cause its affiliates Affiliates to, treat the Merger and Subsequent Merger for all Tax (as hereinafter defined) purposes consistent with Section 1.3(b1.08(b) unless required to do otherwise by applicable Law.

Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall to merge with and into Merger LLCLLC (the “Subsequent Merger”), the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles Certificate of Organization Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed by Parent Exhibit B and the Company prior to filing the Joint Proxy Statement with the SECExhibit C, respectively. (b) The Merger and Subsequent Merger, taken together as a single integrated transaction for U.S. federal income tax purposes, and along with the other transactions effected pursuant to this Agreementtogether, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock Stock, together with the associated Company Rights, converted in such merger into the right to receive the consideration provided for hereunder. This Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). (c) Each of the Parties parties hereto shall, and shall cause its affiliates Affiliates to, treat the Merger and Subsequent Merger for all Tax (as hereinafter defined) purposes consistent with Section 1.3(b1.16(b) unless the Continuity Requirement is not satisfied or unless required to do otherwise by applicable Law. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall have no obligation to cause the Subsequent Merger to be consummated under this Section 1.16 or otherwise if the Continuity Requirement is not satisfied.

Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall to merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles Certificate of Organization Formation and Operating Agreement operating agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed Exhibit B and Exhibit C, respectively (with such changes as may be required by Parent and the Company prior to filing the Joint Proxy Statement with the SECSEC or any other Governmental Entity). (b) The Merger and Subsequent Merger, taken together as a single integrated transaction for U.S. federal income tax purposes, and along with the other transactions effected pursuant to this Agreementtogether, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock Shares converted in such merger into the right to receive the consideration provided for hereunder. This Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). (c) Each of the Parties parties hereto shall, and shall cause its affiliates Affiliates to, treat the Merger and Subsequent Merger for all Tax tax purposes consistent with Section 1.3(b1.4(b) unless required to do otherwise by applicable Law.

Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation shall to merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. The effects of the Subsequent Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Articles certificate of Organization formation and Operating Agreement operating agreement of the Surviving Company shall be in the forms attached hereto as mutually agreed by Parent Exhibit C and the Company prior to filing the Joint Proxy Statement with the SECExhibit D, respectively. (b) The Merger and the Subsequent Merger, taken together as a single integrated transaction for U.S. federal income tax purposes, and along with the other transactions effected pursuant to this Agreementtogether, are intended to be treated for U.S. federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock Shares converted in such merger into the right to receive the consideration provided for hereunder. This Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). (c) Each of the Parties parties hereto shall, and shall cause its affiliates Affiliates to, treat the Merger and the Subsequent Merger for all Tax tax purposes consistent with Section 1.3(b1.4(b) unless required to do otherwise by applicable Law.