Common use of The Merger Clause in Contracts

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; cease and (c) the Company will shall continue as the surviving corporation (the “Surviving Corporation”). As a result of the Merger and Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, Merger shall have the effects provided in this Agreement and as specified in the surviving corporation of the Merger, is sometimes referred to as the “Surviving CorporationDGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCLDGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement and the applicable provisions of accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLAgreement, (i) at the Effective TimeTime (as defined below), (a) Merger Sub will Subsidiary shall be merged with and into the Company; (b) Company in accordance with the requirements of the DGCL, whereupon the separate corporate existence of Merger Sub will Subsidiary shall cease; , and (c) the Company will continue as shall be the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a direct, wholly-owned subsidiary of Parent.”

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will cease, and (iii) the Company will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and a direct wholly-owned subsidiary of Parent. The Merger will have the effects set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a as an indirect wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall thereupon cease; , and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”), and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (ai) Merger Sub will be merged merge with and into the Company; (bii) the separate corporate existence of Merger Sub will cease; and (ciii) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent and US Holdco (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will Company shall be merged (the "Merger") with and into Parent, with Parent as the Company; Surviving Entity in the Merger (b) the "Surviving Entity"), and the separate corporate existence of Merger Sub will Company shall thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will One shall be merged with and into the Company; (b) Company in the First Step Merger, the separate corporate existence of Merger Sub will cease; One shall thereupon cease and (c) the Company will shall continue as the surviving corporation of the First Step Merger and as a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the First Step Merger, is sometimes referred to herein as the “Interim Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and be a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) the Company and Parent shall consummate the Merger, whereby Merger Sub will shall be merged with and into the Company; (b) , and the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; and (c) , with the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The (the Company, as the surviving corporation of entity in the Merger, is sometimes being referred to herein as the “Surviving Corporation”), such that, following the Merger, the Surviving Corporation will be a direct wholly-owned subsidiary of Parent. The Merger shall be governed by Section 251(c) of the DGCL.”

The Merger. Upon At the Effective Time, subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will continue shall, as the surviving corporation of in the Merger and Merger, continue its existence under the DGCL as a wholly owned Subsidiary of Parent. The Company, Company as the surviving corporation of after the Merger, Merger is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) , with the Company will continue as being the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”). The Merger will be governed by Section 251(h) of the DGCL and will be effected as soon as practicable following the Offer Closing.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation Surviving Corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCLAgreement, at the Effective Time, (a) Merger Parent Sub will be merged shall merge with and into the Company; Company in accordance with Section 251 of the DGCL (b) the "Merger"), the separate corporate existence of Merger Parent Sub will cease; shall cease and (c) the Company will shall survive and continue to exist as a corporation incorporated under the surviving corporation of DGCL (the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of in the Merger, is sometimes being referred to herein as the “"Surviving Corporation").”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue its existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and a wholly direct, wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective Time, Closing Date: (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The (the Company, as the surviving corporation of after giving effect to the Merger, is sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly as an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes Parent (referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the Company; and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation”.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions in accordance with Section 253 and other relevant sections of the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its existence under the DGCL as the surviving corporation of entity following the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving CorporationEntity”).”

The Merger. Section 2.01. The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLAgreement, at the Effective Time, (a) Merger Sub will be merged shall merge (the “Merger”) with and into the Company; (b) Company in accordance with the DGCL and the DLLCA, whereupon the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will continue as shall be the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub the Company will be merged merge with and into Merger Sub (the Company; “Merger”), and (b) the separate corporate existence of the Company will cease and Merger Sub will cease; and (c) continue its corporate existence under the Company will continue DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”).”

The Merger. Upon At the Effective Time, and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue its corporate existence under the DGCL as the surviving corporation of the Merger corporation, and a wholly wholly-owned Subsidiary indirect subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”) in the Merger.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub Purchaser will be merged with and into the Company; (b) the separate corporate existence of Merger Sub Purchaser will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”” The Merger shall be governed by Section 251(h) of the DGCL.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned as an indirect Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) whereupon the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will continue as shall be the surviving corporation of in the Merger and (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred References in this Agreement to as the “Company” for periods after the Effective Time shall mean the Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) the Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of the Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, (as the surviving corporation of in the Merger, is sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a direct wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DLLCA and the DGCL, at the Effective Time, (a) the Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of the Merger Sub will shall cease; , and (cb) the Company will shall continue as the surviving corporation of company in the Merger and (the “Surviving Company”) as a wholly owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon At the Effective Time, and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue its corporate existence under the DGCL as the surviving corporation corporation, and wholly-owned subsidiary of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving Corporation”), in the Merger.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub the Company will be merged merge with and into the Company; Merger Sub, and (b) the separate corporate existence of the Company will cease and Merger Sub will cease; and (c) continue its corporate existence under the Company will continue DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and as a wholly owned Subsidiary subsidiary of Parent. The Company, as Buyer following the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLAgreement, at the Effective Time, (ai) Merger Sub will be merged merge with and into the Company; Company in accordance with the DGCL to effect the Merger and (bii) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of company in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving CorporationCompany”). The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions Section 251(h) of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will One shall be merged with and into the Company; (b) Company in the First Step Merger, the separate corporate existence of Merger Sub will cease; One shall thereupon cease and (c) the Company will shall continue as the surviving corporation entity of the First Step Merger and as a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation entity of the First Step Merger, is sometimes referred to herein as the “Interim Surviving CorporationEntity.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) the Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of the Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCL, at the Effective Time, (ai) Merger Sub will shall be merged with and into the Company; (bii) the separate corporate existence of Merger Sub will shall cease; and (ciii) the Company will continue as shall be the surviving corporation of (the Merger "Surviving Corporation") and will be a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”Section 2.2

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions in accordance with Section 251 of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; Company at the Effective Time (b) as hereinafter defined). Following the Effective Time, the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will shall continue as the surviving corporation of the Merger Surviving Company and a wholly wholly-owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation effects and consequences of the Merger, is sometimes referred to Merger shall be as set forth in this Agreement and the “Surviving CorporationDGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the NRS 78 and DGCL, as applicable, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “"Surviving Corporation.”" 2.2

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the in accordance with Section 251(g) and other applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will Subsidiary shall be merged with and into Parent at the Company; Effective Time (b) as defined in Section 1.02). Following the Effective Time, the separate corporate existence of Merger Sub will cease; Subsidiary shall cease and (c) the Company will Parent shall continue as the surviving corporation of the Merger and as a wholly owned Subsidiary subsidiary of Parent. The Company, as Holdings (the surviving corporation of the Merger, is sometimes referred to as the “"Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Subsidiary in accordance with the DGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will continue as the surviving corporation of Surviving Corporation in the Merger and a direct or indirect wholly owned Subsidiary of Parent. The Company, Merger shall be effected under Section 251(h) of DGCL as the surviving corporation soon as practicable following consummation of the Merger, is sometimes referred to as the “Surviving CorporationOffer.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its existence as a limited liability company under the under the DGCL as the surviving corporation of entity in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving CorporationCompany”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCLDGCL and the MBCA, at the Effective Time, (a) the Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of the Merger Sub will shall cease; , and (cb) the Company will shall continue as the surviving corporation of company in the Merger and (the “Surviving Company”) as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the in accordance with Section 251(g) and other applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into Assertio at the Company; (b) Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will Assertio shall continue as the surviving corporation of (the Merger and “Surviving Corporation”) as a wholly owned Subsidiary subsidiary of Parent. The Company, as Surviving Corporation shall succeed to and assume all the surviving corporation rights and obligations of Assertio in accordance with the Merger, is sometimes referred to as the “Surviving CorporationDGCL.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is XXXX (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Acquisition Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Acquisition Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly direct wholly-owned Subsidiary of GlaxoSmithKline LLC and an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the DGCL, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL (including pursuant to Section 251(h) thereof), at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue as the surviving corporation of the Merger and a wholly wholly-owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of in the Merger, is sometimes hereinafter referred to as the “Surviving Corporation.”” The Merger will, from and after the Effective Time, have all the effects of a merger under the applicable provisions of the DGCL.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable relevant provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; , and (c) the Company will continue as the surviving corporation of in the Merger and a wholly as an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving CorporationCompany”) and will succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”” The Merger will be governed by, and effected pursuant to, Section 251(h) of the DGCL.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”” 2.2

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall thereupon cease; , and (c) the Company will shall continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving CorporationCompany.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL and the applicable provisions of the DGCLFBCA, at the Effective Time, : (a) the Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the laws of the State of Delaware as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the CBCA and the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the CBCA as the surviving corporation of in the Merger and a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”