Common use of The Merger Clause in Contracts

The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company (the “Merger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).

The Merger. Upon the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware Delaware, as amended (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Co shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub Co shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, (a) Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of the Merger, and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon At the Effective Time (as defined in Section 2.2) and upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , Merger Sub shall be merged with and into the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under as the laws of the State of Delaware surviving corporation. The Company as the surviving corporation (in such capacity, after the Company Merger is hereinafter sometimes referred to herein as the “"Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and shall 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 satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under be the laws of surviving corporation in the State of Delaware Merger. The Company, as the surviving corporation (in such capacityafter the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, Agreement at the Effective Time, Merger Sub will be merged shall merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of the Merger, and the separate existence of Merger Sub shall cease cease. The Company shall continue as the surviving entity in the Merger (the “Surviving Corporation”) and the Company shall continue its existence under the laws Laws of the State of Delaware as Delaware, with all its rights, privileges, immunities, powers and franchises. The Merger shall have the surviving corporation (effects set forth in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company. The Company shall be the Surviving Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as a wholly owned subsidiary of Parent. Upon consummation of the surviving corporation (in such capacityMerger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.

The Merger. Upon the terms and subject to the ---------- conditions hereof, and in accordance with the relevant provisions of this Agreement, at the Effective TimeDGCL, Merger Sub will Subsidiary shall be merged with and into the Company in accordance with as soon as practicable following the provisions satisfaction or waiver of the General Corporation Law of the State of Delaware (the “DGCL”)conditions set forth in Article 6. As a result of Following the Merger, the separate existence of Merger Sub Company shall cease continue as the surviving corporation (the "Surviving Corporation") and the Company shall continue its existence under the laws of the State of Delaware as Delaware, and the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Subsidiary shall cease.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and will succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into Pivotal. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company Pivotal shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned subsidiary of VMware.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence as the Surviving Corporation under the laws Laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined below) Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of the Merger, the separate existence of Merger Sub shall cease be merged with and into the Company at the Effective Time. Following the Effective Time, the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of the Company is sometimes referred to herein as in accordance with the “Surviving Corporation”)DGCL.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as defined in Section 1.2 hereof), Merger Sub shall merge with and into i3, with i3 being the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company Surviving Corporation shall continue its existence under the laws to exist as a Delaware corporation, and a wholly owned subsidiary of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)ACE*COMM.

The Merger. Upon After the Expiration Date, upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company at the Effective Time (as defined in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”Section 2.03). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”)") and shall succeed to and assume all of the rights and obligations of Merger Sub in accordance with the DGCL.

The Merger. Upon At the Effective Time (as defined in Section 1.02), subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware DGCL, Merger Sub shall be merged (the “DGCLMerger”)) with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under as the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.

The Merger. Upon the terms and subject to the conditions of set forth in this AgreementAgreement and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in accordance with the provisions of the General Corporation Law of the State of Merger and continue as a Delaware corporation (the “DGCLSurviving Corporation”). As ) as a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company (the “Merger”). As a result of Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)cease.

The Merger. Upon In accordance with the terms and subject to the conditions provisions of this Agreement, at the Effective Time, the Merger Sub will be merged (the “Merger”) with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of Following the Merger, the separate existence of Merger Sub shall cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation and a wholly-owned subsidiary of the Purchaser (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of the Merger Sub will cease.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with Company. At the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as and shall succeed to and assume all of the surviving corporation (in such capacity, rights and obligations of the Company is sometimes referred to herein as and Merger Sub in accordance with the “Surviving Corporation”)DGCL.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Merger Sub shall be merged with and into the Company as of the Effective Time pursuant to Section 251 of the DGCL. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under be the laws of surviving corporation in the State of Delaware Merger. The Company, as the surviving corporation (in such capacityafter the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (“DGCL”), Merger Sub will shall be merged with and into Target at the Company in accordance with Effective Time. At the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate existence of Merger Sub shall cease and the Company Target shall continue its existence under the laws of the State of Delaware as the surviving corporation company (in such capacitythe “Surviving Company”). The Merger, the Company is sometimes payment of the Merger Consideration in connection with the Merger and the other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions.”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon Subject to the terms of this Agreement and subject to the conditions of this Agreementset forth in Article VII, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub the Company will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerMerger Sub, the separate corporate existence of the Company will cease and Merger Sub shall cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into ▇▇▇▇▇▇-▇▇▇▇▇▇▇ at the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company ▇▇▇▇▇▇-▇▇▇▇▇▇▇ shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the name “Norcraft Companies, Inc.” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and as a wholly-owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, Merger Co shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub Co shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”"SURVIVING CORPORATION").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined in Section 1.2), Merger Sub shall merge with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease cease. The Company shall be the surviving corporation (hereinafter sometimes referred to as the “Surviving Company”) in the Merger, and the Company shall continue its corporate existence under the laws Laws (as defined in Section 4.3(b)) of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set ---------- forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as "SURVIVING CORPORATION") under the “Surviving Corporation”).name "Triangle Pacific Corp."

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, Surviving Corporation. The Merger and the Company is sometimes other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes “Surviving Corporation”). The Merger and the other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions”).

The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into Discover pursuant to this Agreement. Discover shall be the Surviving Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as Delaware. Upon consummation of the surviving corporation (in such capacityMerger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (as amended, the “DGCL”), at the Effective Time, Company shall merge with Merger Sub will be merged with Sub, and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as hereinafter defined), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , the Merger, Company shall be merged with and into Merger Sub in accordance with this Agreement and the separate existence of the Company shall cease. Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is hereinafter sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, the Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of the Merger Sub shall cease thereupon cease, and the Company shall be the successor or surviving corporation and shall continue its existence under the laws of the State of Delaware Delaware. The Company, as the surviving corporation (in such capacityafter the consummation of the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”)"SURVIVING CORPORATION."

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, (a) Merger Sub will be merged with and into ▇▇▇▇-▇▇▇▇▇ and (b) the separate existence of Merger Sub shall will cease and the Company shall continue its existence under the laws of the State of Delaware as ▇▇▇▇-▇▇▇▇▇ will be the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time (the “Merger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VIII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under be the laws Surviving Corporation of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Merger.

The Merger. Upon the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result , Merger Sub shall be merged with and into the Company as soon as practicable following the satisfaction or waiver, if permissible, of the Merger, conditions set forth in ARTICLE VI hereof. Following the Merger the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)cease.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company (the “Merger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the name “SP Plus Corporation” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged merge with and into the Company. The Company will be the surviving corporation in accordance with the provisions of Merger and will continue its corporate existence under the General Corporation Law Laws of the State of Delaware (the “DGCL”)Delaware. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)will cease.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, the Company shall be merged with and into Merger Sub at the Effective Time of the Merger. Also at the Effective Time, the separate corporate existence of the Company shall cease, and Merger Sub will be merged with and into shall continue as the Company in accordance with the provisions of the General Corporation Law of the State of Delaware surviving entity (the “DGCLSurviving Entity”). As a result The Merger shall have the effects set forth in Section 259 of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)General Corporation Law.

The Merger. Upon the terms and subject to the conditions of set forth in ---------- this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue its existence under be the laws of the State of Delaware successor or surviving corporation. The Company, as the surviving corporation (in such capacityafter the consummation of the Merger, the Company is sometimes hereinafter referred to herein as the “"Surviving Corporation”)."

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company (the “Merger”) in accordance with the provisions of the General Corporation Law Section 251 of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationEntity”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as hereinafter defined), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware Law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into Newegg at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company Newegg shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and as a wholly-owned subsidiary of LLIT.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationEntity”)) in accordance with the DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with hereof and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result , at the Effective Time, (i) the Merger Sub shall merge with and into Brushy (the “Merger”), (ii) the separate corporate existence of the Merger, the separate existence of Merger Sub shall cease and the Company (iii) Brushy shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation entity in the Merger and as a wholly-owned Subsidiary of Lilis (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationEntity”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, (a) Merger Sub shall be merged with and into the Company and (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”)) and the separate corporate existence of Merger Sub will cease. As a result of Following the Merger, the separate existence of Merger Sub shall cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in the Company, as such capacitysurviving corporation, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon On the terms and subject to the conditions of this Agreementset forth herein, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), on the Closing Date, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue its existence under be the laws of the State of Delaware successor or surviving corporation. The Company, as the surviving corporation (in such capacityafter the consummation of the Merger, the Company is sometimes hereinafter referred to herein as the “"Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (“DGCL”), Merger Sub will shall be merged with and into Company at the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreement, at At the Effective TimeTime (as defined in subsection (b) below), Merger Sub will shall be merged (the "Merger") with and into the Company in accordance with the provisions Sections 251(a), (b) and (c) of the General Corporation Law of the State of Delaware (the “DGCL”"GCL"). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware Delaware, as amended (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and shall 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 of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, . The Company shall be the separate existence Surviving Corporation in the Merger as a wholly owned Subsidiary of Merger Sub shall cease Parent and the Company shall continue its existence under the laws Laws of the State of Delaware as Delaware. As of the surviving corporation (in such capacityEffective Time, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall cease.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company. The Company shall be the Surviving Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company and, except as set forth in this Article I, shall continue its corporate existence under the laws of the State of Delaware as unaffected by the surviving corporation (in such capacityMerger. Upon consummation of the Merger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company at the Effective Time (as defined in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”Section 1.06). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Sub shall be merged with and into the Company and the separate existence of Merger Sub shall cease thereupon cease, and the Company Company, as the corporation surviving the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (as may be amended from time to time, the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company pursuant to the Merger. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined below), Merger Sub will shall be merged with and into the Company in accordance with this Agreement, and the provisions separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"). The Merger shall have the effects specified in the General Corporation Law of the State of Delaware (the “"DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"Delaware Corporation Law" or "DGCL”"), at the Effective Time (as hereinafter defined), Mergeco shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Mergeco shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), on the Closing Date, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).